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VDR glossary · Pricing and billing

What is an early termination fee?

Definition

Early termination fee: A charge a provider may apply when a customer ends a data room contract before the agreed term, often equal to some or all of the fees remaining for the unused period.

How it works in a data room

The contract states a term, for example 12 months, and a clause setting out what happens if the customer leaves early. Common versions require paying the balance of the term, a fixed percentage of it or a set number of months. Some providers apply the fee only to discounted annual plans; others let customers downgrade instead of terminating. The clause may also cover what happens to stored data and the archive when the contract ends early.

Why it matters in a deal

Deals end early all the time: a buyer walks away, a seller pulls the process or a fundraising round closes faster than planned. A heavy termination fee can make an attractive annual rate more expensive than a flexible plan. Read the clause before signing and model the cost if the deal stops at month three or month six. Our VDR pricing page compares billing models.

Example

A company signs a 12-month contract at a discounted rate to run a sale. The buyer withdraws after four months, and the seller decides to pause the process. The contract requires payment of 75 percent of the remaining eight months. The CFO compares that with what a month-to-month plan would have cost and writes a note for the next procurement round.

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