Outsourcing Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Outsourcing Contract

"I need an Outsourcing Contract for IT services in the UAE, where my company will outsource our entire IT infrastructure management and cybersecurity operations to a third-party provider starting March 2025, with strict data protection requirements and service level agreements."

Document background
This Outsourcing Contract template is designed for use in the United Arab Emirates business environment, providing a comprehensive framework for outsourcing arrangements between service providers and customers. The document is particularly relevant in the context of UAE's growing outsourcing sector and increasing focus on digital transformation. It incorporates essential elements required by UAE law, including compliance with local labor regulations, data protection requirements, and commercial laws. The contract is structured to protect both parties' interests while facilitating efficient service delivery and management of the outsourcing relationship. It includes provisions for service levels, governance, risk management, and exit planning, making it suitable for various types of outsourcing arrangements from IT services to business process outsourcing.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including full legal names and registration details

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation

4. Scope of Services: Detailed description of the services to be provided by the supplier

5. Term and Renewal: Duration of the agreement and provisions for renewal

6. Service Provider's Obligations: Key responsibilities and commitments of the service provider

7. Customer's Obligations: Key responsibilities and commitments of the customer

8. Charges and Payment Terms: Pricing, payment schedule, and related financial terms

9. Service Levels: Performance standards and metrics for service delivery

10. Governance and Change Control: Management structure and processes for changes to services or agreement

11. Data Protection and Security: Obligations regarding data handling, security measures, and compliance with UAE data protection laws

12. Confidentiality: Protection of confidential information and trade secrets

13. Intellectual Property Rights: Ownership and licensing of IP created or used during service provision

14. Liability and Indemnities: Allocation of risks and responsibilities between parties

15. Force Majeure: Provisions for handling events beyond parties' reasonable control

16. Termination: Grounds and process for ending the agreement

17. Exit Management: Procedures for service transition upon termination

18. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

19. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Personnel and Key Staff: Used when specific personnel are critical to service delivery or when staff transfer is involved

2. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data

3. Anti-Bribery and Corruption: Important when dealing with government entities or high-risk jurisdictions

4. Insurance: Detailed insurance requirements for high-risk services

5. Parent Company Guarantee: When additional financial security is required

6. Compliance with Specific Regulations: When services are subject to specific industry regulations (e.g., healthcare, financial services)

7. Environmental and Social Responsibility: When sustainability or social responsibility requirements are important to the customer

8. Local Content Requirements: When compliance with UAE local content requirements is necessary

Suggested Schedules

1. Schedule 1 - Services Description: Detailed technical and operational specifications of services

2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and remedies

3. Schedule 3 - Charges and Pricing: Detailed pricing structure, rates, and payment mechanisms

4. Schedule 4 - Customer Dependencies: Detailed list of customer-provided items, access, and support

5. Schedule 5 - Governance Procedures: Detailed procedures for contract management and oversight

6. Schedule 6 - Security and Data Protection Requirements: Detailed security protocols and data handling procedures

7. Schedule 7 - Business Continuity Plan: Detailed procedures for service continuation in emergency situations

8. Schedule 8 - Exit Plan: Detailed procedures for service transition upon contract termination

9. Schedule 9 - Form of Change Order: Template for documenting and approving changes to services

10. Appendix A - Key Personnel: List of key staff members and their roles

11. Appendix B - Approved Subcontractors: List of pre-approved subcontractors and their roles

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Business Process Outsourcing

Healthcare

Financial Services

Manufacturing

Telecommunications

Real Estate

Construction

Energy

Retail

Hospitality

Professional Services

Logistics and Supply Chain

Education

Relevant Teams

Legal

Procurement

Finance

Operations

Information Technology

Risk and Compliance

Commercial

Supply Chain

Project Management

Vendor Management

Business Operations

Strategy

Internal Audit

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Chief Technology Officer

Head of Procurement

Head of Legal

Commercial Director

Operations Manager

Procurement Manager

Contract Manager

Legal Counsel

Risk Manager

Compliance Officer

Project Manager

Vendor Management Officer

Business Unit Director

Finance Manager

IT Director

Supply Chain Manager

Service Delivery Manager

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Governs contractual relationships, obligations, and general principles of contract formation and enforcement in the UAE
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business relationships between parties
UAE Labor Law (Federal Law No. 33 of 2021): Governs employment relationships and must be considered for any outsourcing arrangements involving personnel
UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection: Regulates the collection, processing, and transfer of personal data, crucial for outsourcing arrangements involving data handling
UAE Federal Law No. 2 of 2019 on the Use of ICT in Healthcare: Relevant if the outsourcing involves healthcare-related data or services
UAE Federal Law No. 4 of 2012 on Competition: Ensures fair competition and prevents monopolistic practices in business relationships
UAE Federal Law No. 7 of 2002 on Copyright and Related Rights: Protects intellectual property rights, crucial for outsourcing arrangements involving software, content, or creative works
UAE Federal Law No. 11 of 2008 (Electronic Transactions and Commerce Law): Governs electronic transactions and digital signatures, relevant for modern outsourcing arrangements
UAE Cyber Crime Law (Federal Law No. 5 of 2012): Addresses cybersecurity and digital crimes, important for outsourcing contracts involving technology services
DIFC Data Protection Law No. 5 of 2020: Specific to Dubai International Financial Centre, relevant if either party is based in DIFC or data processing occurs within DIFC
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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