Most of what a company pays for in localization is gone once it ships. The campaign ends, the release moves on, the page gets rewritten.

Two things stay: the translation memory — every approved source and target segment pair — and the termbase, the agreed translations of product names, features and regulated wording. Together they are why the fifth update to a help centre costs less than the first, and why the German product page still uses the same word for the same feature three years later.

They are also the asset contracts most often forget to mention.

Why the question comes up late

Nobody thinks about translation memory ownership when a project starts. The TMS stores it, the vendor maintains it, and it quietly grows with every job. The question arrives at the moment it is most expensive to answer: when a team wants to change TMS, consolidate vendors, or bring work in-house — and discovers that the memory it has been paying to build sits in someone else’s system, under terms nobody wrote down.

What goes wrong at that point is rarely a dispute. It is usually quieter:

• the export arrives, but without the metadata that made it usable — no context, no creation dates, no record of which segments were approved and which were drafts;
• the termbase comes out as a spreadsheet of word pairs with the usage notes and forbidden variants stripped away;
• the memory turns out to be one pooled database shared across several clients, and separating yours is “a project”;
• a machine translation engine was customised on your content, and nobody decided whether the adapted engine is yours, theirs, or neither.

None of this is unusual, and none of it is solved by trust. It is solved by five clauses and one test.

The five things to settle before signing

1. Ownership, stated plainly. The translation memory and termbase built from your content are yours, whoever hosts them and whoever did the translating. That sounds obvious. Write it anyway, because the default position in many standard terms is simply silence.

2. Export format and completeness. Specify open formats — TMX for translation memory, TBX for terminology — and say what the export must contain: source and target locale codes, segment status, creation and modification dates, and context where the tool stores it. An export that carries only text pairs is legally yours and practically diminished.

3. Export frequency, not just exit rights. “You can have it when you leave” puts the export at the worst possible moment. A quarterly export, delivered to you as a matter of course, turns the right into a habit and gives you a current copy if the relationship ends badly or the provider changes hands.

4. Separation from other clients’ material. Ask directly whether your segments sit in a dedicated memory or a shared one, and whether anything from your memory is ever used to serve other clients. Pooled memories are sometimes presented as a benefit — more matches, lower cost — and it is a reasonable choice to make knowingly. It is not a reasonable one to discover afterwards.

5. Derived assets, including trained engines. If your memory is used to adapt a machine translation model, decide in advance who owns the adapted model, whether it may be used for anyone else, and what happens to it when the contract ends. This is the clause most often missing, and the one that has changed most in the last two years.

The test that tells you whether it means anything

Before signing — or, if you are already under contract, this quarter — ask for a full export of your translation memory and termbase in the agreed format. Then open it.

Check three things. That the segment count is roughly what you expect from the volume you have paid for. That locale codes are correct and consistent, not a mix of generic and regional variants. And that a sample of recent, approved segments is present with its status intact.

If the export takes weeks, arrives incomplete, or needs a change request, you have learned what your exit will look like while there is still time to fix the contract. If it arrives in a day and opens cleanly, the clause is real.

What this changes in the TMS-or-vendor decision

Teams choosing between a software platform and a managed language service often treat asset ownership as a point in the platform’s favour: the TMS is yours, so the memory must be too. It is not that simple. A platform subscription can hold your memory just as firmly as a vendor, and a managed service can hand it over cleanly every quarter. What protects the asset is the contract and the export habit, not the category of supplier.

It does change one thing in how to compare offers. A lower per-word rate built on heavy memory reuse is only a saving if the memory remains yours. If it does not, part of what you are paying for each year is an asset you will leave behind.

Where this sits

This is one of the practical questions that sits under a broader choice — translation agency or TMS — and it matters most for teams with content that is updated continuously, where the memory is doing the most work. For those teams, keeping versions aligned is its own discipline: see how to prevent locale drift.

If you want a second read of the asset clauses in a contract you are about to sign, send it over.

This article describes common commercial practice, not legal advice. Have contract wording reviewed by counsel in your jurisdiction.

Questions teams ask

Who owns the translation memory when you leave a TMS or language vendor?

Whoever the contract says, and many standard terms say nothing. Write down that the translation memory and termbase built from your content are yours, whoever hosts them and whoever did the translating, and require exports in open formats: TMX for memory and TBX for terminology, including locale codes, segment status, dates and context.

How do we negotiate translation memory portability before signing an enterprise TMS agreement?

Settle five clauses: ownership stated plainly; export format and completeness; a regular export, such as quarterly, rather than only an exit right; separation from other clients' material; and ownership of derived assets, including any machine translation engine adapted on your content. Then test it: ask for a full export and check the segment count, the locale codes and a sample of recent approved segments.

Does a TMS subscription protect our linguistic assets better than a vendor?

Not by itself. A platform subscription can hold your memory as firmly as a vendor can, and a managed service can hand it over cleanly every quarter. What protects the asset is the contract and the export habit, not the category of supplier. This is common commercial practice, not legal advice.