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IT Outsourcing Agreement

IT Outsourcing Agreement Template for Australia

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Key Requirements PROMPT example:

IT Outsourcing Agreement

"I need an IT Outsourcing Agreement for outsourcing our company's entire IT infrastructure and support services to a managed service provider in Melbourne, with specific provisions for cloud migration and 24/7 support services, planned to commence from March 2025."

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Document background
This IT Outsourcing Agreement is designed for use in the Australian business environment when a company seeks to engage an external provider for its information technology services. The agreement is particularly relevant in scenarios where organizations want to focus on their core business activities while delegating IT functions to specialized service providers. The document comprehensively addresses the complexities of modern IT service delivery, including cloud computing, data protection, cybersecurity, and service level commitments, while ensuring compliance with Australian legal requirements such as the Privacy Act 1988 and state-specific regulations. It includes provisions for service delivery, performance measurement, risk allocation, and exit management, making it suitable for both large-scale enterprise IT outsourcing and smaller-scale managed service arrangements.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and high-level objectives

3. Definitions and Interpretation: Defined terms and interpretation rules

4. Term and Extension: Duration of the agreement and renewal provisions

5. Services: Overview of services to be provided and service delivery obligations

6. Service Levels and Performance: Performance standards, KPIs, and measurement methodology

7. Customer Obligations: Customer's responsibilities and requirements

8. Charges and Payment: Pricing structure, payment terms, and invoicing procedures

9. Governance and Management: Contract management, reporting, and oversight procedures

10. Data Protection and Security: Data handling obligations, security requirements, and privacy compliance

11. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP

12. Confidentiality: Protection of confidential information and permitted disclosures

13. Liability and Insurance: Liability limitations, indemnities, and insurance requirements

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

15. Termination: Termination rights, grounds, and consequences

16. Exit and Transition: Exit management and transition assistance obligations

Optional Sections

1. Personnel and Key Personnel: Used when specific personnel commitments are required or staff transfer is involved

2. Change Control: Include when formal change management procedures are needed for service modifications

3. Regulatory Compliance: Required when services are subject to specific regulatory requirements

4. Business Continuity and Disaster Recovery: Include for critical services requiring specific continuity arrangements

5. Software Development: Include when custom software development is part of the services

6. Cross-border Requirements: Used when services involve multiple jurisdictions

7. Audit Rights: Include when customer requires specific audit capabilities

8. Parent Company Guarantee: Used when additional financial security is required

9. Anti-Bribery and Modern Slavery: Include for compliance with specific ethical trading requirements

Suggested Schedules

1. Service Description: Detailed description of all services to be provided

2. Service Levels: Detailed service level specifications and measurement criteria

3. Charges: Detailed pricing, charging model, and payment terms

4. Customer Dependencies: Detailed customer responsibilities and requirements

5. Security Requirements: Detailed security policies and procedures

6. Data Protection Requirements: Specific data protection and privacy requirements

7. Governance Procedures: Detailed governance and escalation procedures

8. Business Continuity Plan: Detailed business continuity and disaster recovery procedures

9. Exit Plan: Detailed exit management and transition requirements

10. Form of Change Control Notice: Template for requesting and documenting changes

11. Key Personnel: Details of key personnel and their roles

12. Approved Subcontractors: List of 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliated Entity
Agreement
Applicable Law
Australian Privacy Principles
Authorized Users
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer Data
Customer Materials
Customer Premises
Data Breach
Deliverables
Disaster Recovery Plan
Documentation
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Plan
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Key Performance Indicators
Maintenance Window
Material Breach
Milestone
Notice
Operating Environment
Personal Information
Personnel
Project Plan
Related Body Corporate
Release
Renewal Term
Response Time
Schedule
Security Requirements
Service Credits
Service Levels
Services
Service Provider Systems
Software
Specifications
Statement of Work
Subcontractor
Term
Termination Date
Transition Period
Transition Plan
Transition Services
Unplanned Outage
Virus
Work Order
Clauses
Services Provision
Service Levels
Charges and Payment
Intellectual Property
Data Protection
Confidentiality
Personnel
Change Control
Performance Monitoring
Customer Obligations
Governance
Audit Rights
Warranties
Liability
Insurance
Force Majeure
Term and Termination
Exit Management
Dispute Resolution
Assignment and Subcontracting
Security
Business Continuity
Regulatory Compliance
Anti-Bribery
Modern Slavery
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Competition Law
Risk Allocation
Indemnification
Service Credits
Transition Services
Knowledge Transfer
Asset Transfer
Disaster Recovery
Relevant Industries

Information Technology

Financial Services

Healthcare

Retail

Manufacturing

Professional Services

Government

Education

Telecommunications

Mining and Resources

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Risk and Compliance

Finance

Operations

Information Security

Vendor Management

Digital Transformation

Service Management

Relevant Roles

Chief Information Officer

IT Director

Chief Technology Officer

Procurement Manager

Legal Counsel

Contract Manager

IT Project Manager

Information Security Manager

Risk Manager

Operations Director

Chief Financial Officer

Vendor Management Officer

Technology Operations Manager

Digital Transformation Manager

Service Delivery Manager

Industries
Privacy Act 1988 (Cth): Regulates the handling of personal information by businesses and government agencies, including the Australian Privacy Principles (APPs) which are crucial for data handling in IT services
Security of Critical Infrastructure Act 2018: Relevant if the IT services involve critical infrastructure systems, requiring specific security obligations and risk management
Competition and Consumer Act 2010: Contains the Australian Consumer Law provisions affecting service agreements, warranties, and unfair contract terms
Copyright Act 1968: Governs intellectual property rights in software, code, and other digital assets created or used in the IT services
Electronic Transactions Act 1999: Provides legal framework for electronic transactions and digital signatures in business operations
Fair Work Act 2009: Relevant for employment aspects, particularly if the agreement involves transfer of employees or workplace rights
Telecommunications Act 1997: May apply if the IT services involve telecommunications services or infrastructure
Cybercrime Act 2001: Sets out cybercrime offenses and obligations relevant to IT security and data protection
Foreign Acquisitions and Takeovers Act 1975: May be relevant if the IT outsourcing involves foreign service providers and significant contract values
State-specific Privacy Laws: Various state privacy laws that may apply depending on the location of service delivery and data storage
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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