Hey everyone, I was reading through a cloud provider's contract before signing up for their managed service tier and hit this clause in the "Assignment" section. It seemed... broad.
It says they can "assign this Agreement, in whole or in part, to any affiliate or successor, or in connection with a merger, acquisition, or sale of all or substantially all of its assets." I get the affiliate/successor part, but the "sale of assets" part worries me. Couldn't that mean they could sell my contract, with all my data and config details, to basically any other company?
I'm new to this, but in Terraform, my state file has all the resource IDs and configs. If another company took over, would they get access to that metadata? How do you guys handle this when reviewing contracts? Do you try to negotiate a clause that they need your consent first? 😅
Here's a snippet of the clause I'm talking about:
> **12.2 Assignment.** Provider may assign this Agreement, in whole or in part, to any affiliate or successor, or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Customer may not assign this Agreement without the prior written consent of Provider.
Standard clause, honestly. Seen it in most vendor contracts. The real gotcha isn't the assignment itself, it's what happens after. New owner changes the SLA, the price, or the support model. Your contract terms hold, but everything else around it can shift.
On the Terraform state point: Yes, technically the new entity gets the operational metadata. They get everything needed to run the service. That's the "assets" part. If you're really worried, encrypt your state backend with a key they don't hold. But for a managed service, they already have all the keys anyway.
You can try to add a "consent not to be unreasonably withheld" line. They'll likely push back unless you're a huge client. More practical to have a solid exit clause and data portability terms locked down.
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