What Happens to Your Data on Contract Exit

Exit is where sovereignty becomes real. During the project everyone is polite. After the last payment the only thing that works is the clause you already signed. If you did not sign one, you will negotiate with no leverage, no GPUs, and a secretary who wants the service back up last week.

Write exit on day one. Test it once during the contract, while everyone still answers the phone. A clause you have never exercised is a rumour.

Inventory before you sign

You cannot delete what you cannot name. The contract should list every class of artefact the vendor will hold. If a class is missing from the list, assume it will still be there after exit.

• Source documents and database extracts.
• Prompts, system instructions, few-shot examples.
• Embeddings, chunk stores, caches.
• Fine-tunes, adapters, tokenisers, eval sets.
• Logs, traces, reviewer comments, support recordings.
• Backups, snapshots, disaster-recovery replicas.
• Annotation samples and red-team transcripts.
• Screenshots officers took because the official UI was slow.

The last item is not a joke. Unofficial copies are the copies that survive. Design the official path so officers do not need WhatsApp. Then still ask the vendor to delete what they were sent.

Return, then delete

1. Return in an open format the institution can load without the vendor's SaaS.
2. Give the institution time to verify the return — thirty days is common, ninety is kinder for a large index.
3. Delete from production, then from backups on the next cycle, with a dated certificate.
4. Keep only what a named law requires, in a sealed legal hold, not in the product database.
5. Ban any further training, evaluation or marketing use from the day of termination notice.
6. Require matching certificates from every sub-processor.

Order matters. Delete-first is how you lose the only copy. Return-without-verify is how you discover a corrupt export after the vendor has gone. Verify-then-delete is slower and is the only sequence that belongs in a government file.

Proof

Ask for a deletion certificate signed by an officer of the company, not a relationship manager. Ask for the ticket numbers of the wipe jobs. If the vendor uses subprocessors, each one needs a matching certificate. If they cannot produce that paper, they never had control of your data in the first place.

If the vendor says backups will roll off in ninety days, write the date. Put a reminder in the DPO's calendar. Follow up. A certificate that promises a future delete is not a delete. It is a promise. Promises expire. Backups do not, until someone makes them.

Put this in the MSA

Prcept AI deployments are designed so the institution already holds the records, the indexes and the adapters. Exit then is a licence stop, not a hostage negotiation. Still write the clause. Good architecture plus a good clause is how files survive a change of vendor and a change of government.

Test exit while you still like each other

In month six, demand a sample export of adapters, indexes and a week of traces. Load them on your hardware. Minute the result. If the load fails, you have time to fix the format and you still have leverage. If you wait for termination, the people who knew the format will have left the vendor, and you will be opening a ZIP file named final_v3_really_final.

Pay a milestone for a successful test restore. What is not in the price will not happen. Courtesy restores happen once, on a good day, for a customer the vendor still wants. You may not be that customer later.

People copies and the WhatsApp problem

Exit clauses cannot delete screenshots in officer phones. Reduce the need for them. If the official reviewer UI is slow, officers will screenshot. If you cannot give them a fast UI, you will never have a complete delete. Architecture is part of exit. So is culture. Write a circular that unofficial copies of production personal data are a disciplinary matter. Then give people a path that does not require courage to follow.

Schedule the mid-contract restore and write the last-tranche rule

This month, if a contract is already live, demand a sample export of adapters, indexes and a week of traces. Load them. Minute the result. Pay a small milestone for success so the next export is in the price, not in a courtesy.

This month, if you are still drafting, add: format that loads on institution hardware without vendor software; verify-then-delete sequence; sub-processor certificates; last tranche withheld until the test restore works; unofficial-copy circular for officers.

This quarter, fix the reviewer UI so WhatsApp screenshots are no longer the working method. Exit clauses cannot delete phones. Architecture and culture have to make unofficial copies unnecessary, then a circular can make them punishable.

• Return, verify, delete — never delete first.
• A ZIP that needs a disabled loader is a failed export.
• Backups need a date, a reminder and a follow-up, not a promise.
• Eval sets and adapters are on the inventory or they will survive you.

Objections you will hear — and what to do with them

Vendors will say deletion certificates are not standard. They are standard in every other processor relationship that a DPO takes seriously. AI is not a special exemption from paper.

They will offer to delete on request instead of on a clock. Clocks survive account managers. Requests do not. Keep the clock.

Operations will fear that a mid-contract restore distracts from features. Features that cannot be restored are features you are renting. Renting may be fine. Then stop using the word own in the file.

Leadership will not want a circular about WhatsApp screenshots because it sounds like distrust. It is a design failure made visible. Pair the circular with a faster official UI or it will be ignored and resented.

Someone will say we can handle exit when we get there. You will get there tired, late, and without leverage. Mid-contract is when you still have all three. Use it.

• Certificates not standard — they are, for processors.
• Delete on request — use a clock.
• Restore distracts — then you are renting.
• WhatsApp circular — pair it with a faster UI.
• Handle later — later has no leverage.

How this shows up in the file

Exit is a mid-contract sport. Demand the sample export. Load it. Minute it. Pay for the next one so it is not a courtesy. Year-three-you will not be offered courtesy. Year-one-you still will.

Write verify-then-delete. Deleting first is how institutions lose a decade of notes. Returning without loading is how they discover a useless ZIP after the account is dark. Sequence is the control.

People copies will outlive every clause. Make the official path faster than WhatsApp, then issue the circular. Architecture, then culture, then paper. Paper first is how you get a circular everyone ignores.

What the next noting must contain

“What Happens to Your Data on Contract Exit” belongs in a file, not only in a search result. A P2 Procurement should be able to point at one artefact that proves “AI contract data exit”: a packet capture, a processing schedule, a scored evaluation row, a dated notice, or a refusal rule. If the only evidence is a slide, you have a heading.

Sovereignty at signature is theatre if the vendor still holds your adapters and eval sets two years after the last invoice. DPDP 2023 does not define sovereign AI and does not write a blanket localisation rule for every model hop. CERT-In’s 28 April 2022 directions still set specified incident clocks and 180-day log retention in India for in-scope events. The November 2025 AI governance text is guidance, not a statute. A Proprietary Article Certificate, when it is lawful, lives in GFR Rule 166 — not Rule 161.

Write three dated sentences under C1 Sovereignty & Data Residency: what was decided, which designation owns it after the next posting order, and when it will be re-checked. Unsigned sentences are souvenirs. Dated sentences are controls.

• Name the designation that owns “AI contract data exit”, plus a deputy.
• Attach one artefact a stranger can open next year.
• Name the instrument you are actually using — Act, direction, GFR clause, GeM term, or guideline paragraph.
• Leave unsourced percentages, GMV slides and house forecasts out of the noting.
• Revisit when the model, the SI, the notice, the region or the posting changes.

Have counsel adapt the language. This is a field draft, not a substitute for the department's standard clauses.