The BUSKLAW August Newsletter: All About Disentanglement (As In Service Contracts, Not Quantum Mechanics!)
In my experience, business professionals devote most of their energy in forming a new service agreement to the up-front stuff: the who, what, where, when, and why of deal. And the lawyers on both sides are prone to do the same, except for including typical term and termination for cause provisions. No one is particularly concerned with unwinding the business relationship after the contract terminates. This can result in frenzied activity and extra cost when either party finds loose business ends that the contract doesn't address, resulting in a poor transition to either a new service provider or to the customer if the customer decides to perform the services with its own personnel. So almost any service contract - technology or otherwise - can benefit from a carefully-worded transition - or disentanglement - provision. The content of a disentanglement provision depends on the facts of each deal, including the nature of the services, but here are the points usually covered: