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title: The contract clauses that create the most lock-in get the least scrutiny
author: Giacomo Balli
published: 2026-08-31
url: https://BigBalli.com/blog/the-contract-clauses-that-create-the-most-lock-in-get-the-least-scrutiny
tags: Engineering, Product, Data, Reading, Business
---

# The contract clauses that create the most lock-in get the least scrutiny

*By Giacomo Balli* | *Published: August 31, 2026*

The technology contract CEOs scrutinise least is often the one that creates the most lock-in. Price and term get negotiated. The clauses that decide whether you can ever leave get signed as boilerplate.

Data ownership. Does the contract say the data is yours, in plain words, or does it say you have a licence to access it while you are a customer?

Portability. Can you export everything, in a usable format, without a professional services engagement? "Usable" means your next vendor could import it. A PDF of your records is not an export.

APIs. If the product has an API, is your right to use it in the contract, or is it a feature that can be withdrawn or repriced?

Termination assistance. What does the vendor owe you in the ninety days after you give notice? If the answer is nothing, plan on nothing.

Custom IP. If they build something for you, who owns it? Many agreements say the vendor does, which means your competitor can buy it next year.

Credentials and infrastructure. Who holds the admin passwords, the domain, the cloud account? If the vendor does, the vendor holds the business.

None of this affects the price today, which is why it is not fought over. All of it decides the price in year three, when the renewal arrives and the vendor knows exactly how hard it would be for you to say no.

Read the exit before you sign the entry.

[Discuss on LinkedIn](https://www.linkedin.com/feed/update/urn:li:activity:7505690659895341056)

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**Tags:** Engineering, Product, Data, Reading, Business

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