Key Takeaways

  • Most enterprises don't ask the right questions during RISE exit negotiations — SAP counts on this to extract maximum value from wind-down periods.
  • The 10 questions in this guide address termination penalties, data portability, transition support, IP rights, and performance guarantees — the areas where SAP's default positions cost enterprises the most.
  • SAP's typical responses are evasive or non-committal — which means you need specific contractual language, not verbal promises.
  • Negotiating exit terms before contract signature is 100x easier than trying to renegotiate during an actual exit — when you have no leverage.

Enterprises approaching a RISE with SAP contract exit rarely prepare their questions in advance. They assume exit logistics are standard, that SAP will cooperate fairly, and that any disputes can be resolved through escalation. Then the exit begins, and they discover that SAP's contract language creates ambiguity around costs, transition responsibilities, and data ownership that works entirely in SAP's favour.

This article addresses the 10 questions that should be asked — and answered in writing — before you sign the exit agreement. These are not philosophical questions. They are specific, technical, commercial questions designed to expose where SAP's standard exit language creates cost and operational risk. Your legal team should have clear, contractual answers to each one before the wind-down begins.

For a full overview of RISE exit strategy, including cost optimisation tactics and negotiation mechanics, see our complete RISE with SAP exit strategy guide. For specific negotiation approaches, review our RISE exit negotiation strategies. And our RISE with SAP licensing guide covers broader commercial and technical context.

RISE with SAP Exit Strategy Series

The 10 Questions SAP Does Not Want You to Ask About Exit

Question #1

What Specific Termination Fees Are We Liable For After Contract Signature?

Termination Penalties & Fee Calculations

SAP's standard RISE contracts include termination fees for early exit — but the calculation is often deliberately vague. Most contracts state something like "you will pay all unpaid fees through the minimum term" without specifying whether this includes future support escalation, whether prepayment discounts are reversed, or whether SAP has any obligation to mitigate costs by redeploying licences.

Why SAP evades this: The broader the language, the more flexibility SAP's finance team has to interpret the calculation in their favour during the actual exit. "Unpaid fees" could mean base licence fees, or it could be expanded to include theoretical future years of support at escalated rates.

What to demand in writing: A specific, numbered schedule of all termination fees calculated on the contract's effective date — not recalculated during exit. The schedule should specify: (1) base licence fees through the minimum term, (2) support fees calculated on net invoice price with no escalation adjustment, (3) whether prepayment discounts are forfeited, and (4) a hard cap on total termination exposure. Any ambiguity gets resolved in the buyer's favour — that's the default rule if you don't negotiate specific language.

Question #2

What Are Our Rights to Our Data During and After Transition?

Data Portability & IP Rights

RISE is a cloud service, which means your operational data lives in SAP's infrastructure. Standard RISE contracts give enterprises "access to data" but often don't specify in detail what format data must be provided in, what timeline SAP will use to extract and deliver it, or whether SAP has the right to retain copies for SAP's own purposes (including competitive intelligence).

Why SAP evades this: Ambiguity around data ownership and retention creates operational hold-up risk that strengthens SAP's negotiating position during exit. If the data extraction timeline is vague, SAP can delay, claiming technical complexity — increasing your exit costs.

What to demand in writing: A specific data extraction and delivery timeline (typically 30 days from exit notice), a named list of file formats SAP will provide (CSV, XML, JSON at minimum), and explicit language that SAP will delete all customer data 90 days after exit completion and will not retain copies for any purpose. Your IP in customizations, extensions, and configurations should explicitly remain your property. Include language that SAP will cooperate with your third-party extraction vendors and will not impose technical barriers to data access during wind-down.

Question #3

What Transition Assistance and Knowledge Transfer Will SAP Provide at No Additional Cost?

Transition Assistance & Knowledge Transfer

RISE contracts often fail to specify what "transition assistance" actually includes. Does it cover knowledge transfer about custom configurations? Does it include support for your migration team during the wind-down period? Many contracts include vague language like "reasonable cooperation" — which SAP interprets very narrowly during exit negotiations.

Why SAP evades this: If transition assistance is undefined, SAP's account team can claim that anything beyond basic access is "out of scope" and requires additional services fees. This creates a second revenue stream during exit and increases your overall wind-down costs.

What to demand in writing: A specific list of included transition services: (1) access to system documentation and configuration details, (2) technical support for your migration team for a defined period (typically 12 months post-exit), (3) up to 100 hours of knowledge transfer with your IT team to cover customizations and integrations, (4) cooperation with your migration partner or replacement vendor, and (5) extended support beyond standard wind-down periods at the same support rate. Cap all transition support hours and specify that they are included in your base contract — not billable separately.

Question #4

Will SAP Continue to Meet All Performance SLAs During the Wind-Down Period?

Performance SLA Credits During Wind-Down

Most RISE contracts specify SLAs for availability and response time. But those SLAs often have an implicit exception for systems in "decommissioning mode." SAP's standard language frequently allows reduced SLA commitments once you've notified SAP of intent to exit — which creates risk that SAP will deprioritize your system precisely when you most need reliability (during data migration).

Why SAP evades this: Reduced SLA commitments during exit means SAP has less financial risk if your decommissioning fails. If availability drops to 95% and you lose a week of migration work, SAP has no contractual obligation to compensate you.

What to demand in writing: Explicit language that all published SLAs remain in effect through the end of the service term. Specify that "decommissioning" or "transition mode" does not reduce SLA obligations. Include automatic service credits (typically 5-10% of monthly fees per SLA miss) if SAP fails to meet availability or response targets during the wind-down period. Require that SAP's support team prioritizes critical issues during exit with documented escalation procedures.

Question #5

What Audits or Compliance Reviews Will SAP Conduct During Exit, and What Are the Rules of Engagement?

Audit Rights During Wind-Down

RISE contracts typically grant SAP broad audit rights during the term. But those rights often remain in effect during the exit period — creating a risk that SAP will launch an audit during wind-down specifically to generate additional compliance findings that inflate your final termination charges. An audit claiming you were unlicensed for certain functions during the exit period gives SAP a claim for retroactive payments that compounds your exit costs.

Why SAP evades this: An unexpected audit during exit creates leverage — the prospect of additional charges forces you to settle disputes faster and on SAP's terms, rather than fight the audit claims.

What to demand in writing: Language that prohibits new compliance audits from being initiated within 6 months of the exit notice date. Any audit findings from the wind-down period should be resolved through the normal dispute resolution process, not added to termination charges. Require that SAP disclose any audit findings in writing within 30 days of exit completion, with a 30-day buyer response window before any financial claims become final. If you dispute audit findings, they should be resolved by independent technical measurement (not SAP's internal tools) at SAP's cost.

Question #6

Are There Penalties or Additional Charges for Taking Your Data to a Competing ERP Platform?

Competitive Restrictions & Non-Disparagement

Some RISE exit agreements include language that creates disincentives for migrating to specific competitors — either through penalty language or through restrictions on how you can use SAP's data after exit. A few aggressive contracts even include non-disparagement clauses that technically prohibit you from talking negatively about RISE once you've exited.

Why SAP evades this: These restrictions are designed to reduce your alternatives and deter migration to specific competitors, increasing the likelihood you'll stay in RISE longer or renew on unfavourable terms.

What to demand in writing: Explicit language that you have the right to migrate to any third-party platform and to use your extracted data freely for any purpose. No penalties for choosing specific competitors. No restrictions on your ability to discuss your migration experience publicly (that's a free speech issue, but it's worth clarifying). Include language that you retain all rights to talk about your RISE experience in the future — for reference checks, analyst calls, or internal communications.

Question #7

What Access Will We Have to Historical Audit Logs and System Records After Exit?

Post-Exit Compliance & Legal Discovery

RISE systems generate extensive audit logs and transaction records. After exit, you may need those records for compliance, regulatory response, or litigation discovery. But many RISE contracts don't specify how long SAP retains audit logs or whether you have retrieval rights after contract termination. If SAP deletes logs immediately post-exit, you lose critical evidence for future disputes.

Why SAP evades this: If you can't access historical audit records after exit, you're hampered in any future dispute about what happened during the RISE term. SAP loses leverage if those records are available to you as evidence.

What to demand in writing: Language that SAP will retain all system audit logs, transaction records, and system monitoring data for a minimum of 5 years post-exit. You should have the right to request and receive those records at no additional cost within 15 business days. Specify the file formats and the scope of records (transaction logs, user access logs, system performance metrics, and backup metadata). This is critical for regulatory compliance, SOX compliance, and fraud investigation support.

Question #8

Who Bears the Cost of Technical Integration Work Required to Complete Exit?

Exit Implementation Costs

RISE exit often requires integration work — disconnecting SAP systems from connected applications, ensuring data flows continue post-exit, and managing the technical decommissioning of interfaces. Most RISE contracts are silent on whether SAP or the customer bears the cost of this integration work. In practice, SAP's position is often that any work beyond "standard" decommissioning is billable — even if that work results from SAP's architecture decisions.

Why SAP evades this: Undefined integration costs create hidden expense that balloons during exit. SAP can claim that any unusual integration work is "out of scope" and generate services invoices that appear after you thought exit costs were finalized.

What to demand in writing: A specific list of integration disconnection work that SAP will perform at no additional cost, with hour budgets for each task. Anything beyond that budget should require written approval from your procurement team before work begins. Specify that SAP will not charge for integration work that results from SAP's own system architecture, configuration decisions, or integration patterns that SAP recommended. If extended support is required during integration work, it should be at the base support rate — not at premium rates.

Question #9

What Happens to Our Customizations, Extensions, and Intellectual Property After Exit?

Intellectual Property Rights & Customizations

If you've invested in RISE customizations (Fiori apps, ABAP code, workflow automations), standard RISE terms often don't clearly specify ownership of that IP after contract termination. Aggressive contract language can imply that SAP retains rights to customizations you funded, or that you can't reuse code patterns and configurations in competing systems.

Why SAP evades this: Ambiguity around IP ownership of customizations creates a barrier to reusing your investment in non-SAP systems. If you can't carry forward the functionality you built, your sunk cost increases and the switching cost rises.

What to demand in writing: Crystal-clear language that you own 100% of all customizations, extensions, code, configurations, and intellectual property created during the RISE term — whether you or SAP's team built them. You should have the right to export, copy, modify, and reuse that IP in any future system, including competing platforms. If SAP has pre-built accelerators or templates, they should remain licensed to you post-exit for perpetual use. This is non-negotiable and should be a deal-breaker if SAP resists.

Question #10

What Specific Legal Procedures Apply to Exit Disputes, and Where Will Disputes Be Resolved?

Legal Jurisdiction & Dispute Resolution

RISE contracts typically specify German law and German courts for disputes. But during exit, if you disagree with SAP's interpretation of termination fees, data extraction obligations, or transition responsibilities, the process for resolving those disputes becomes critical. If the contract says "German courts," your practical ability to contest SAP's position is limited by geography, language, and cost.

Why SAP evades this: German jurisdiction is an implicit force multiplier for SAP's negotiating position during exit. The threat of German litigation is expensive enough to deter most buyers from contesting SAP's exit fees, even if those fees are questionable. This creates asymmetric leverage in SAP's favour.

What to demand in writing: Dispute resolution procedures that specify: (1) a technical expert review phase for any disagreement about technical issues (SLA performance, data completeness, etc.), (2) a 60-day negotiation window before either party can escalate to legal proceedings, (3) if litigation is necessary, either neutral arbitration or your home country courts (not German courts), and (4) the loser pays principle for dispute resolution costs. Insist that any disputed technical facts be resolved by independent technical measurement before any financial claims become binding. This dramatically reduces SAP's leverage and increases the likelihood of fair exit negotiations.

🔍 Legal Strategy Note

These 10 questions should be addressed in writing — as amendments to the exit terms or as side letters that are signed concurrently with the RISE contract. Asking them verbally during negotiation and receiving informal assurances is strategically worthless. Your legal team should draft specific language for each answer and require SAP's signature on the amendment before the RISE contract becomes effective. If SAP resists any of these clarifications, that resistance is itself valuable intelligence about where SAP is planning to extract value during your future exit.

How to Use These Questions as Negotiation Leverage

The fundamental principle: SAP wants the contract signed. You want the contract signed fairly. That asymmetry creates leverage — but only if you use it strategically.

Here's the sequence: (1) Identify which of the 10 questions your organisation cares most about — typically questions around termination fees, data portability, and dispute resolution. (2) Draft specific contractual language for each answer. (3) Propose those amendments to SAP's legal team 30-45 days before your target contract signature date. SAP will resist. That's normal. (4) Stand firm on questions 1, 2, 7, and 10 — those are absolutely non-negotiable. (5) Show willingness to compromise on the others if SAP moves on the core items.

The reason this works: SAP's account team has a signature date target. Their commission depends on hitting that date. The further you are from signature, the more pressure they feel. By raising these issues early and in writing, you force SAP's legal team to engage substantively. That engagement almost always yields movement.

For detailed guidance on RISE exit tactics, see our RISE exit negotiation strategies guide, which covers how to time these negotiations, when to escalate internally at SAP, and how to handle SAP's refusals.

Frequently Asked Questions

Can we really get SAP to agree to all 10 of these questions?
In our experience, yes — or at least on the critical ones. We've successfully negotiated exit language addressing all 10 questions in enterprise agreements over €10M. On smaller deals, SAP's legal teams are often more rigid, but resistance is typically strategic, not absolute. The key is raising these questions early, before the contract is drafted, and showing willingness to walk if SAP refuses on the non-negotiable items (termination fees, data ownership, and dispute resolution).
What if SAP says these questions are "standard" and "not negotiable"?
That's a negotiating tactic. SAP's legal team will almost always claim that their standard language is final. The response is simple: "We understand this is SAP's standard. We're asking for amendments. If amendments aren't possible, we'll need to revisit the commercial decision to move forward with RISE." That usually triggers a conversation with SAP's commercial team, who has more flexibility. Every clause on this list has been successfully negotiated in at least one enterprise RISE contract.
If we've already signed a RISE contract, can we still address these issues?
You can, but with less leverage. If you're within the first 12 months post-signature, you can still propose exit term amendments. Make the case that addressing these questions now prevents disputes later — which costs SAP money in legal fees. If you're closer to the minimum term end, start the conversation earlier rather than later. The further out your exit planning is, the more willing SAP will be to clarify language now.
Should we involve SAP's account team or legal team in these conversations?
Start with legal. Account teams don't have the authority to commit to these changes, and involving them creates a false negotiation. Once your legal team has drafted specific language and SAP's legal has engaged, escalate to account management to create commercial pressure around signature timeline. Account teams move faster once they understand a signature is at risk.

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