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Commercial & Legal

Migration & exit questions to ask a software vendor

Questions on how you leave: data export formats and completeness, exit assistance, contract exit terms, wind-down support and verified deletion at the end of the contract.

96
questions
27
RFI
33
RFP
36
deep-dive

8 questions from the RFI stage, free

These come from the module as sold. The workbook adds follow-ups, a response format, a weight and a score column to each.

1. List every category of customer data, configuration, and customer-generated artifact (e.g., prompts, fine-tuned model weights or adapters, embeddings, evaluation datasets, logs, audit trails) that a customer can export at any time during the contract.

Why it matters. Buyers need to know upfront what is portable and what is locked in. Export of source data does not guarantee export of derived artifacts that carry significant customer investment, and a gap there creates lock-in.

Good answer
  • Enumerates each data class with explicit in-scope/out-of-scope labels.
  • Explicitly includes fine-tuned weights or adapters where applicable.
  • Includes logs, evaluation datasets, and audit records.
Red flags
  • Vague claims that 'all customer data' is exportable without enumeration.
  • Excludes fine-tunes, embeddings, or logs without explanation.
  • Export limited to source uploads only.

2. Is the export schema documented in a public, versioned specification, and how are breaking changes to the schema communicated and supported?

Why it matters. With an undocumented or silently changing export schema, the customer cannot build reliable downstream pipelines.

Good answer
  • Public schema documentation with version history is provided.
  • Schema changes follow semantic versioning.
  • A clear deprecation window is provided for breaking changes.
Red flags
  • Schema is documented only in support articles or is undocumented.
  • No versioning policy for the schema.
  • Schema changes are made silently between releases.

3. What exit assistance or transition services do you offer (e.g., dedicated migration engineer, data-mapping support, parallel-running period), and which are included in a standard subscription versus billed separately?

Why it matters. Exit-assistance scope and billing terms determine whether wind-down is a manageable project or an open-ended cost center.

Good answer
  • A baseline level of exit assistance is included in the standard subscription.
  • Available services are clearly described with named roles and deliverables.
  • Optional paid services are priced transparently on a documented rate card.
Red flags
  • All exit assistance is billed at time-and-materials with no cap.
  • No exit assistance is included in the standard fee.
  • Assistance is contingent on signing a new contract or purchasing other services.

4. Describe the contractual notice period required for non-renewal or termination for convenience, and whether auto-renewal applies if this notice period is missed.

Why it matters. Auto-renewal clauses and long notice periods can extend contracts unintentionally and limit buyer leverage.

Good answer
  • Notice period stated as a fixed figure in the contract.
  • Proactive written reminder is sent before the auto-renewal window.
  • Termination for convenience is available, even if with a fee.
Red flags
  • Notice period longer than the buyer's own procurement policy allows.
  • Aggressive auto-renewal with no notification.
  • No right to terminate for convenience.

5. In what file formats are exports delivered (e.g., JSON, CSV, Parquet, JSONL, Avro), and are all formats open and machine-readable without vendor-proprietary tooling?

Why it matters. Proprietary or non-machine-readable export formats force customers to build custom parsers or remain on the platform.

Good answer
  • Lists widely supported open formats (JSON, CSV, Parquet, JSONL).
  • Confirms no proprietary decoder or SDK is required.
  • Documents schema alongside the export.
Red flags
  • Exports only available as PDF, screenshots, or proprietary binary.
  • Requires vendor SDK to interpret the export.
  • Formats are undocumented or version-unstable.

6. For any fine-tuned models, adapters, or embeddings the customer has produced on your platform, in what form are they delivered on exit, and can they be loaded into a third-party runtime?

Why it matters. Customer-tuned model artifacts often represent substantial investment. If they cannot leave the platform in a usable form, the customer is effectively locked in regardless of source data portability.

Good answer
  • Weights or adapters delivered in a standard format (safetensors, GGUF, ONNX, LoRA adapter files).
  • Documents the base model lineage, license, and any architectural dependencies.
  • Confirms artifacts are runnable outside the vendor environment.
Red flags
  • Fine-tuned weights are not exportable.
  • Only an inference endpoint is provided, not the weights themselves.
  • Artifacts are exported in a proprietary format that requires a vendor SDK.

7. If exit assistance is billed hourly or on a time-and-materials basis, what cap, rate-card, and SLA apply, and are these committed in the master agreement?

Why it matters. Uncapped T&M exit assistance leaves wind-down costs open-ended. Caps and contractually committed rates are the buyer's protection.

Good answer
  • A hard cap on exit-assistance fees is offered.
  • A published rate card is included in the MSA.
  • Response and delivery SLAs are defined for assistance tasks.
Red flags
  • No cap offered; rates are 'as quoted at the time'.
  • Rates are higher during exit than for in-life services.
  • No SLA on response time for assistance requests.

8. List any fees that can become payable on exit (e.g., early-termination, buyout, data-extraction, egress, deletion-certificate, storage of archived data) and specify whether each is disclosed in the base contract.

Why it matters. Exit-only fees that were not visible at signing can significantly increase the total cost of switching. Buyers need full enumeration before contracting.

Good answer
  • A complete enumeration of all possible exit fees is provided.
  • Confirmation that all fees are disclosed in the base MSA.
  • Many or all potential fees are waived for standard termination.
Red flags
  • Fees are referenced but not quantified ('reasonable fees may apply').
  • Egress or extraction fees are discovered only on termination.
  • Fees are located in side documents, not the MSA.

The full set: 96 questions in a scored Excel workbook

  • RFI, RFP and deep-dive sheets, with an evaluator guide on every question
  • A 0–5 score column, suggested weights and a scorecard that totals by depth and section
  • An RFP cover template in Word
  • An audit log of all 132 changes made to the draft

Consultancy License $399, for use with any number of clients.

What the module covers

  • Data export formats, scope & SLA (21)
  • Schema & format portability (18)
  • Exit assistance & wind-down support (22)
  • Contract exit terms & deletion verification (35)

What the audit changed

A language model drafted these questions and a second model critiqued them. Three audit passes followed and made 132 changes. Three examples:

Wrong or outdated citation

Draft: open or industry-standard schemas (e.g., OpenAI-compatible message format,

Now: open standards or widely adopted formats (e.g., the OpenAI-compatible message format, a de facto vendor format;

The OpenAI-compatible message format is a de facto vendor format, not an industry standard.

Wrong or outdated citation

Draft: Acknowledges that prior training influence cannot be fully reversed and documents other controls.

Now: (removed)

Moved to mod.migration-exit.rfi.023b and corrected there: retraining a model without the data does remove its influence, so 'cannot be fully reversed' is not true in general.

Wrong or outdated citation

Draft: and none from that date;

Now: and none from that date (Art. 31(1) exempts services custom-built for an individual customer from this rule);

Art. 31(1): Art. 29 does not apply to data processing services whose main features are mostly custom-built for an individual customer and that are not offered at broad commercial scale via the provider's service catalogue. https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32023R2854

Questions about this module

How many migration & exit questions are there?

96: 27 for the RFI stage, 33 for the RFP and 36 deep-dive questions for the finalists.

What comes with each question?

Why it matters, what a good answer looks like, the red flags, follow-up questions, the response format, whether most buyers treat it as mandatory, and a suggested weight for scoring.

Were the questions checked?

A language model drafted them and a second model critiqued them. Three audit passes followed (2026-10-05) and made 132 changes, each listed in the workbook with the old and new text. No named subject-matter expert wrote them.

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