A contract may permit termination while the business remains unable to leave.
Data exports are incomplete. Proprietary workflows cannot be reproduced. Knowledge sits with provider staff. Integrations are undocumented. Exit assistance is optional or prohibitively priced. The legal right exists; the operational right does not.
Dependency changes value
A provider may be excellent and still create concentration risk. If pricing, service, jurisdiction, ownership or security posture changes, the company’s ability to respond affects margin, continuity and negotiating leverage. That ability is part of enterprise value.
Test the right, not the clause
- Export current data in a usable, documented format.
- Identify credentials, keys and domains controlled by the provider.
- Reconstruct critical workflows without provider-only knowledge.
- Estimate time, cost and service interruption for replacement.
- Confirm deletion and residual retention after exit.
The test should include subcontractors and embedded platforms. The visible vendor may not control the deepest dependency.
The position
Diligence should value critical capabilities partly by their transferability. Where exit is impossible inside the investment horizon, price the dependency, negotiate continuity protections and avoid pretending procurement optionality exists.
Ownership without the practical right to change the operator is a discounted form of control.