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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."
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
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
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
Affiliate
Agreement
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Contract Year
Deliverables
Disaster Recovery Plan
Dispute
Documentation
Emergency
Force Majeure Event
Good Industry Practice
Governance Procedures
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Laws
Material Breach
Milestone
Notice
Personal Information
Personnel
Project Plan
Related Body Corporate
Renewal Term
Reports
Service Credits
Service Levels
Services
Service Provider
Site
Specifications
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Transition Services
Work Order
Term and Renewal
Fees and Payment
Service Levels
Performance Monitoring
Key Personnel
Subcontracting
Intellectual Property
Data Protection
Confidentiality
Privacy
Security
Audit Rights
Records and Reports
Warranties
Representations
Insurance
Liability
Indemnification
Force Majeure
Change Control
Dispute Resolution
Termination Rights
Exit Management
Business Continuity
Disaster Recovery
Compliance with Laws
Anti-Bribery
Modern Slavery
Competition Law
Assignment and Novation
Governing Law
Jurisdiction
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Relationship of Parties
Personnel and Employment
Transition Services
Step-in Rights
Non-Solicitation
Non-Competition
Quality Assurance
Risk Management
Governance
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
Legal
Procurement
Operations
Finance
Risk and Compliance
Information Technology
Human Resources
Commercial
Project Management Office
Service Delivery
Vendor Management
Business Development
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
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