1. Parties: Identifies the contracting parties - typically the client company and the outsourcing service provider
2. Background: Sets out the context of the agreement, including the client's need for outsourced employees and the provider's capability to provide such services
3. Definitions: Defines key terms used throughout the agreement
4. Service Scope: Details the outsourcing services to be provided, including types of roles, number of employees, and service locations
5. Term and Renewal: Specifies the initial term of the agreement and any renewal options
6. Provider Obligations: Outlines the key responsibilities of the outsourcing provider, including recruitment, management, and compliance obligations
7. Client Obligations: Specifies the client's responsibilities, including providing necessary information, access, and safe working environment
8. Employee Management: Details how outsourced employees will be managed, including supervision, performance management, and replacement procedures
9. Fees and Payment: Specifies the fee structure, payment terms, and any additional charges
10. Compliance and Regulations: Addresses compliance with relevant laws, including employment, safety, and privacy regulations
11. Confidentiality: Protects confidential information of both parties and the privacy of employee data
12. Intellectual Property: Addresses ownership and usage rights of IP created during the service provision
13. Liability and Indemnities: Sets out the liability regime and indemnification obligations of both parties
14. Insurance: Specifies required insurance coverage for both parties
15. Termination: Details circumstances and procedures for termination, including notice periods and consequences
16. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
