Outsourcing Agreement Between Two Companies Template for Australia

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Key Requirements PROMPT example:

Outsourcing Agreement Between Two Companies

"I need an Outsourcing Agreement Between Two Companies for IT services outsourcing to a third-party provider, with strong data protection clauses and service level requirements, as we'll be handling sensitive customer data and need 99.9% system uptime."

Document background
The Outsourcing Agreement Between Two Companies is a crucial commercial contract used when a business decides to engage an external service provider to perform specific functions or services. This agreement is particularly important in the Australian business landscape, where outsourcing arrangements must comply with strict regulatory requirements including privacy laws, employment standards, and consumer protection legislation. The document serves as a comprehensive framework defining the service relationship, including detailed specifications of services, performance metrics, pricing structures, and risk allocation between parties. It is commonly used across various industries for outsourcing both core and non-core business functions, and typically includes provisions for data protection, intellectual property rights, confidentiality, and dispute resolution mechanisms that align with Australian legal requirements. The agreement's structure allows for flexibility while maintaining robust protections for both service provider and client.
Suggested Sections

1. Parties: Identifies the contracting parties with their full legal names, registered addresses, and ACN/ABN

2. Background: Sets out the context of the agreement, including the parties' business relationship and objectives

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Services: Detailed description of the services to be provided, including scope, deliverables, and performance standards

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Fees and Payment: Details the fee structure, payment terms, invoicing procedures, and any price adjustment mechanisms

7. Service Levels: Establishes performance metrics, measurement methods, and consequences of non-achievement

8. Governance and Reporting: Outlines management structure, reporting requirements, and meeting schedules

9. Data Protection and Privacy: Addresses handling of personal and confidential information in compliance with Privacy Act 1988

10. Intellectual Property: Defines ownership and usage rights for pre-existing and newly created IP

11. Confidentiality: Specifies obligations regarding confidential information protection

12. Liability and Indemnities: Sets out liability limitations and indemnification obligations

13. Termination: Details circumstances for termination and the consequences

14. Dispute Resolution: Establishes process for resolving disputes

15. General Provisions: Contains standard legal clauses including governing law, notices, and assignment

Optional Sections

1. Business Continuity and Disaster Recovery: Required when services are critical to business operations

2. Security Requirements: Needed when handling sensitive data or accessing client systems

3. Personnel and Key Personnel: Important when specific staff members are crucial to service delivery

4. Transition Services: Required when complex implementation or handover is needed

5. Compliance with Modern Slavery Laws: Necessary when contract value exceeds AUD 100 million or involves high-risk industries

6. Step-in Rights: Important for critical services where client may need to take control

7. Non-Competition: Relevant when protecting market position is crucial

8. Insurance: Required for high-risk services or when mandated by industry regulations

9. Exit Management: Important for complex services requiring detailed termination planning

Suggested Schedules

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

2. Schedule 2 - Service Levels and KPIs: Comprehensive metrics, measurements, and service level requirements

3. Schedule 3 - Pricing and Fee Schedule: Detailed pricing structure, rates, and payment terms

4. Schedule 4 - Governance Framework: Detailed procedures for oversight, meetings, and escalation

5. Schedule 5 - Security Requirements: Specific security protocols, standards, and compliance requirements

6. Schedule 6 - Business Continuity Plan: Detailed procedures for maintaining service continuity

7. Schedule 7 - Transition Plan: Implementation and service transition methodology

8. Schedule 8 - Exit Plan: Detailed procedures for service termination and handover

9. Appendix A - Pro Forma Reports: Templates for required reporting

10. Appendix B - Key Personnel: Details of key staff members 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 Services

Manufacturing

Financial Services

Healthcare

Telecommunications

Professional Services

Logistics and Supply Chain

Human Resources

Customer Service

Research and Development

Facilities Management

Relevant Teams

Legal

Procurement

Operations

Finance

Risk and Compliance

Information Technology

Human Resources

Commercial

Project Management Office

Service Delivery

Vendor Management

Business Development

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

General Counsel

Head of Procurement

Commercial Director

Operations Manager

Contract Manager

Procurement Manager

Legal Counsel

Risk Manager

Compliance Officer

Service Delivery Manager

Project Manager

Vendor Relationship Manager

Chief Information Officer

Head of Legal

Business Unit Director

Industries
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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