Writing an Exit and Transition Clause

The contract ended on 31 March. On 28 March the vendor asked which format the department wanted. On 2 April the SSO stopped working. On 5 April someone remembered the eval set lived only in the vendor's project space. On 12 April legal found the clause: the parties shall cooperate in good faith to enable an orderly transition. Good faith, in that fortnight, meant a statement of work at last year's emergency rates.

Exit is not a courtesy. For an agent it is a list of objects, a period when two systems may need to run, a deletion duty, and a price you obtained while the vendor still wanted the award. DPDP processing does not pause because the GeM order expired. CERT-In log duties do not pause. Officers still have files.

This template is the bid-schedule version of the earlier note on what happens to your data on contract exit. It is not legal advice. It is the packing list we watch departments forget.

The packing list

Write the objects: prompts and system instructions; tool contracts and credentials the department should rotate; evaluation sets; adapters and tokenisers if any; index rebuild recipe; traces for the retention you owe; configuration; user lists mapped to your IdP; known defects; subprocessor list as at exit.

Write the format next to each object. Reasonable format is how you receive a CSV of chat text and nothing else. Write who pays. Transition is a priced schedule in the bid — days of SI time, number of restore tests, media if air-gapped. If it is extra, bidders will underbid and ransom you later. If it is included, say so.

Minimum exit schedule rows.

Duty	When	Done when
Freeze new features; start dual-run if needed	T minus 60 days or on notice	Written plan signed by both sides
Export packing list in named formats	T minus 30	Department checksum and sample open
Restore drill on department hardware	T minus 20	Minutes: loaded without vendor laptop
Credential rotation; vendor accounts removed	T minus 7	IdP log
Deletion of personal stores, embeddings, vendor logs beyond what law requires them to keep	T plus 15 (or agreed)	Dated certificate plus a right to audit
Support during wind-down	Through T plus the paid window	Ticket log; no standing tunnel after the window

Triggers besides expiry

Termination for convenience, termination for default, non-renewal, change of control you refused, and a material isolation or training-ban breach should all start the same packing list. Vendors like to say transition applies only to orderly expiry. That is when you least need leverage.

If you terminate for default, you still need the objects. Do not write a clause that lets a breaching vendor keep the eval set as punishment. The set is yours.

Deletion is not a PDF

A deletion certificate should name stores: production, backups, eval caches, training or improvement clusters if any existed in breach or in a permitted sandbox, support tickets with pasted content, and subprocessors. A one-line data deleted on letterhead is a souvenir.

You may need to retain traces for your own statutory duties. Deletion of the vendor's extra copies is not the same as you shredding your SIEM. Write both sentences.

People, not only files

Require a knowledge-transfer week with the successor, including the failure modes the brochure skipped. Require names of vendor staff who had production access so you can hunt leftover accounts. Require a ban on informal WhatsApp support that bypasses the ticket trail during the wind-down — that is how copies escape.

1. Publish the packing list and formats in the bid.
2. Price the wind-down window and the restore drill.
3. Start T minus 60 even if everyone expects renewal.
4. Rotate credentials before the vendor's last day, not after.
5. File the deletion certificate opposite the last invoice.

Objections you will hear — and what to do with them

These are the lines that stall the file. Answer them in the room, then put the answer in the note. A spoken answer without paper will be forgotten by the next officer.

If we price exit we signal we do not trust them.

You signal that you have run a public contract before. Trust is not a packing format.

Transition will be handled under a new bid for the next vendor.

The next vendor cannot export what the old vendor holds. The duty sits on the incumbent.

Air-gapped sites cannot do a restore drill.

They can do a media-based restore. That is what the air-gap SOP is for. Cannot drill means cannot exit.

Good-faith assistance is standard MSA language.

Standard for the vendor. Replace it with days, formats and a rupee figure.

Write exit while you still have bidders

1. Steal this packing list into schedule E.
2. Add T-minus dates that assume renewal might fail.
3. Put a priced transition option (30/60/90 days) in the financial envelope.
4. Tell finance the last invoice waits on the restore minutes and the deletion certificate.

How this shows up in the file

Subject: Exit and transition schedule for the agent contract.

Schedule E lists artefacts and formats, T-minus duties, a priced wind-down option, credential rotation, and deletion of vendor-side personal stores with a dated certificate. Transition applies on expiry, non-renewal, convenience and default. Reasonable assistance has been deleted. This note is not legal advice.

Dual-run without dual processing

A wind-down often needs the old agent and the new path alive at once. That is not a licence to dual-write personal data into the outgoing vendor's cloud. Dual-run on drafts the department already holds. Dual-run on synthetic probes. Do not dual-run live citizen files into a tenant you are trying to kill.

Write which system is system of record during the window. Officers will otherwise paste the same grievance into both boxes and create two traces you cannot reconcile. One inbox. One write-back. The outgoing vendor may keep a read-only view only if you have time-boxed it and recorded it as processing.

On an air-gapped site the dual-run is a media problem: two image sets, two checksums, one rollback. Do not invent a temporary tunnel because two versions felt hard. Hard is the price of the isolation claim you already made in the technical bid.

This article is a field guide for Indian public buyers, not legal, procurement, financial or audit advice. Confirm every citation against the live GFR compilation on doe.gov.in, the relevant DoE procurement manual, GeM terms, CVC guidance and your own counsel before a sentence enters a tender file.

How to put this in the RFP, not the preamble

A P2 Procurement who searches “exit clause IT contract template” is usually drafting or scoring a bid. “Writing an Exit and Transition Clause” belongs in eligibility, the evaluation matrix, or a numbered annexure. If it only lives in the covering note, L1 will ignore it.

Exit is a project with a date, a packing list and a price. If the clause says reasonable assistance, you have agreed to beg. QCBS weights are a choice you must publish before opening. Accuracy is a task plus a dataset, not a slogan. SLAs for agents must name tool-calls, human gates and log export — uptime alone is a hosting metric.

Do not let a vendor write the specification and then bid on it. Record unsolicited proposals. Pay for pilots that touch personal data. Write exit before you write go-live.

1. Move the control from the preamble into a scored or eligibility row.
2. Attach a one-page definition (accuracy, SLA, language, data handling).
3. Require an artefact in the technical bid, not a slide.
4. Extend the bid date if a corrigendum is material.
5. Minute the demo on your data, offline if you claimed air-gap.

Close this loop before the next CAB

Put “Writing an Exit and Transition Clause” on the next change-advisory or bid-opening agenda as a single line item with an owner. If it cannot earn a line item, it will not earn a control. The owner should be a P2 Procurement, not “the vendor.”

Revisit the item when the model, the GeM term, the region, or the SI changes. “exit clause IT contract template” is not a one-time workshop. It is a watch item. Date the last check. Unsigned watch items are souvenirs.

What the next noting must contain

“Writing an Exit and Transition Clause” belongs in a file, not only in a search result. A P2 Procurement should be able to point at one artefact that proves “exit clause IT contract template”: 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.

Exit is a project with a date, a packing list and a price. If the clause says reasonable assistance, you have agreed to beg. 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 C5 AI Tenders: 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 “exit clause IT contract template”, 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.