Because of the previous articles in this series, you know that Cost Per (Flight) Time (CPM) is your key metric for understanding and driving your drone business or internal drone program and you know the data you need to understand your CPM plus you have the right contractual provisions in place to make sure you own your data. This article will focus on how you can avoid a situation where your data is held captive by a vendor. 

We’ve all been there before. We start working with a drone ops platform vendor that we believed was going to be awesome, but then they fall apart. The implementation was a disaster. They consistently fail to deliver. Their SaaS platform is glitchy and constantly down.

Everyone in your company is pissed at you. You now need to move to another vendor. Fast. 

But there are many roadblocks in the way. Yes, because you read the “Do you own your data?” article, you own your own data that resides on this vendor’s platform, so at least you don’t have an argument about data ownership. But you signed a multi-year agreement, and the vendor is saying: “Hey, you still have 2 years left on your contract so either pay up all the fees for those 2 years now or you have to remain on our platform for 2 more years.” And, to make matters worse,  you don’t know how to get your data out of this vendor’s platform and onto a new vendor’s platform. 

What should you do? Well, if you already have an agreement in place, you’re essentially screwed. You’ll need to beg and/or negotiate with that vendor, because that vendor has the legal upper hand. To avoid this, you need to add the right provisions to each of your agreements. 

But before we dig into those provisions, first a disclaimer. We are offering these as examples and not as legal advice. In other words, you need to get your own attorney to advise as to whether these provisions work for you or not. 

Here are the key provisions to add to your next vendor agreement. 

Termination for Convenience or the “TFC.”  All vendors want multi-year terms to make sure that they can count on the revenue. To a certain extent, that’s fair because most SaaS vendors lose money the first year of the deal and only make money in years 2 and beyond. 

But it’s not fair to you to suffer through a bad product or support, so add the all-powerful TFC: “Notwithstanding any other provision of this Agreement, Customer may terminate this Agreement at any time and for any reason (including no reason) with no further liability or obligation by giving 30 days’ written notice to Vendor (the “Customer TFC”).”  Many vendors will push back so a compromise position could be: “ok, this TFC will become active after year one.” 

Some crafty vendors will say: “Hey, you don’t need the TFC. You have the right to terminate if we materially breach the agreement.” Don’t fall for that. It’s very difficult to prove a material breach. 

Data Export. This provision requires the drone ops platform vendor to provide a copy of all your “Customer Data” upon written request in a format that you can consume, most often just a CSV file. You’ll need to do some data mapping with the new vendor but at least you’ll have the data. “Within 5 days of Customer’s written request, Vendor will provide all Customer Data to customer in a CSV format (or other format reasonably required by Customer).” 

Wind-Down Period. This provision requires the drone ops platform vendor to maintain your data and access to your instance of the drone ops platform post-termination for a period of time (typically no more than 6 months) in case you need more time to transfer other information to a new platform. Many drone ops platform vendors will require that you pay a nominal fee, but this is reasonable. Add: “Upon any termination or expiration of the term of this Agreement, Customer may extend the Term of this Agreement by up to 6 months by giving written notice to Vendor.” 

Post-Termination Data Deletion. This is very important. This provision requires (after any Wind-Down Period) that the drone ops platform vendor deletes all Customer Data. You don’t want your data sitting around on their systems in case they suffer a data breach. “Within 30 days’ written notice to Vendor from Customer, Vendor will delete all of the Customer Data on its systems and will provide a written confirmation of this deletion signed by an executive officer of Vendor.” 

In our next article, we’ll talk about how you should protect yourself against a Data Breach. 

About the Authors

Eno Umoh is an expert in marketing and business operations and is the co-founder of Global Air Media & The Global Air Drone Academy where he has taught in 26 countries over 18,000 students about drone technology, best practices, and how to make a drone business scale and get to profit. Eno collaborates with drone businesses to help them achieve their goals.

Justin Call is the Co-Founder and CEO of Modovolo, a start-up that's built a drone to carry any payload for hours instead of minutes at a cost far below anything on the market. You'll want to see it for yourself. He has been an executive at venture capital and private-equity-backed technology and data companies with three exits ranging from $1.5 billion to $130 million. He has deep experience in leveraging data to understand and build businesses.