Write the exit plan before the first delivery
Reversibility is not negotiated at the point of departure. It is settled during framing, while the balance of power is still even and the clause costs nothing.
The reversibility clause is the one most poorly drafted, because it is drafted at the wrong moment. Discussed at the end of a contract, it sets a client who wants to leave quickly against a contractor who no longer has any interest in making that easy. Discussed during framing, it costs nobody anything: the contractor does not yet know what it would stand to lose, and the client does not yet know what it would need to ask for.
What a reversibility clause must contain
Four elements, and they fit on one page.
Ownership. Who owns the code produced, the configuration, the documentation, the drawings. The answer is not always “the client” — a licensed component stays with the contractor — but it must be written for each category, with no category forgotten.
Formats. In what form the data is returned. An export in the proprietary format of a tool the client will no longer run is not a return. The clause must name the formats, and they must be readable without the tool that produced them.
Timing. How many days the return takes after request, and from which event the clock starts. Without a named starting point, the deadline cannot be enforced.
Support. How many days of assistance are owed to the incoming supplier, and over what scope. It is the item most often omitted, and the one that determines whether the transition takes three weeks or six months.
What makes the clause enforceable
A reversibility clause is worth something only if it can be verified before the exit. Two practices are enough.
The first is the trial export. Once a year, the contractor produces the export provided for in the contract and hands it to the client, who checks that it opens. The exercise costs half a day and reveals, the first time, everything the clause had forgotten.
The second is the documentation review. Operating procedures are read by someone who did not work on the project, with the sole instruction to try following them. Whatever that person cannot do is exactly what the incoming supplier will not be able to do either.
The usual objection
It is often said that reversibility is expensive, and that it prepares the divorce during the engagement. Experience says the opposite. A contractor willing to be replaceable is judged on the quality of its operation rather than on the difficulty of replacing it; that is a more comfortable position, and a longer relationship.
The client, for its part, gains something no warranty offers: the ability to renegotiate without having to threaten.
