Working on a deal, like an outsourcing arrangement, where you're worried that the vendor is going to become entrenched?  What to do?  As a procurement professional, you're likely worried because "entrenched vendor" = "zero customer leverage."  Even if you have a snazzy termination provision in your contract, the vendor's going to laugh (behind your back) if you ever threaten to exercise it--because the vendor knows that they're so entrenched in your company that kicking them out is going to be a very painful process.  Because of that pain, the vendor also thinks that your company probably doesn't have enough fortitude to follow through on termination.

There are preventative measures that you can (and should) take to prep for a looming "entrenched vendor" engagement.  There's an excellent discussion of such measures on the 360 Vendor Management Blog that you can read by clicking here.  There's also a very powerful contract provision that you can include in any type of contract that presents the risk of the vendor becoming entrenched.  With this provision, when you do need to start bringing out the "T" word with your vendor, your vendor will likely sweat bullets.  It's called the "Termination Assistance Services" provision and it's reproduced below in all it's glory.  It's so great, that it's even self-explanatory.  Read it and you'll understand why even entrenched vendors will be shaking in their boots.

1.9       Termination Assistance Services.  Provided that this Agreement has not been terminated by Vendor due to Customer’s failure to pay any undisputed amount due Vendor, Vendor will provide to Customer and to the vendor selected by Customer (such vendor shall be known as the “Successor Vendor”), at Customer’s sole cost and expense, assistance reasonably requested by Customer in order to effect the orderly transition of this Agreement or the Services, in whole or in part, to Customer or to Successor Vendor, as the case may be (such assistance shall be known as the “Termination Assistance Services) during the ninety (90) calendar day period prior to, and / or following, the expiration or termination of this Agreement or the Services, in whole or in part (such period shall be known as the “Termination Assistance Period”).  Such Termination Assistance Services may include:

1.9.1    developing a plan for the orderly transition of the terminated or expired Services from Vendor to Customer or the Successor Vendor;

1.9.2    providing reasonable training to Customer staff or the Successor Vendor in the performance of the Services then being performed by Vendor;

1.9.3    granting Customer a non-transferable, non-exclusive license to use certain agreed upon Vendor Resources used by Vendor in rendering the Services, if any, solely to permit Customer to continue the Services, subject to a written license agreement, in form and substance acceptable to Vendor and any reasonable license fees charged by Vendor;

1.9.4    using commercially reasonable efforts to assist Customer, at Customer’s sole cost and expense, in acquiring any necessary rights to legally and physically access and use any third party technologies and documentation then being used by Vendor in connection with the performance of the Services;

1.9.5    using commercially reasonable efforts to make available to Customer, pursuant to mutually agreeable terms and conditions, any third party services then being used by Vendor in connection with the Services; and,

1.9.6    such other activities upon which the parties may agree.

1.9.7    The provisions of this Section shall survive the termination of this Agreement.