In a prior article involving termination rights, we touched on the fact that buyers should include contractual provisions regarding how to transition outsourced services away from a supplier upon termination. This article provides a more complete explanation of how buyers can structure contracts to help ensure a smooth transition of services in-house or to an alternate supplier at the end of an outsourcing relationship.

Buyers should always negotiate a supplier's termination assistance obligations during the initial contract negotiations. Buyers are more likely to obtain favorable termination assistance commitments from a supplier at the beginning of the relationship by leveraging the multiparty RFP negotiation process discussed in an earlier article.

Near the end of the agreement, the relationship between the supplier and the buyer may have broken down, the parties may be in the midst of a dispute over an alleged breach, or the supplier's attention may be focused on winning new business rather than wrapping up an old account. At that time, it will be difficult to negotiate favorable termination assistance terms, even if both parties act in a mature and cooperative manner (which is not always the case).