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IT Outsourcing Agreement

IT Outsourcing Agreement Template for Germany

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Key Requirements PROMPT example:

IT Outsourcing Agreement

"I need an IT Outsourcing Agreement under German law for outsourcing our entire IT infrastructure and cloud services to a major service provider, with specific focus on GDPR compliance and data security for our healthcare data, planned to commence from March 2025."

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Document background
The IT Outsourcing Agreement is essential for businesses operating in Germany who wish to externalize their IT functions to specialized service providers. This document is typically used when a company decides to transfer the responsibility for all or part of its IT operations, infrastructure, or services to an external provider. The agreement must comply with German legal requirements, particularly regarding data protection (GDPR and BDSG), IT security regulations, and employment law. It establishes the framework for service delivery, performance standards, pricing, and risk allocation while ensuring regulatory compliance. The document includes comprehensive provisions for data processing, confidentiality, intellectual property rights, and operational requirements, making it suitable for both simple and complex IT outsourcing arrangements under German jurisdiction.
Suggested Sections

1. Parties: Identification of contracting parties with full legal names and addresses

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

3. Definitions: Definitions of key terms used throughout the agreement

4. Scope of Services: Overview of IT services to be provided, including general service obligations

5. Term and Termination: Duration of agreement, renewal terms, and termination rights

6. Service Provider's Obligations: Core obligations including service levels, reporting, and compliance requirements

7. Customer's Obligations: Customer responsibilities, cooperation duties, and provision of necessary resources

8. Charges and Payment: Pricing, payment terms, invoicing, and price adjustment mechanisms

9. Data Protection and Security: GDPR compliance, data processing terms, and IT security requirements

10. Intellectual Property Rights: IP ownership, licenses, and usage rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements

13. Force Majeure: Events excusing performance and related procedures

14. Dispute Resolution: Procedures for resolving disputes, governing law, and jurisdiction

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

Optional Sections

1. Employee Transfer: Required if the outsourcing involves transfer of employees under §613a BGB

2. Compliance with Industry Regulations: Needed for regulated industries like financial services or healthcare

3. Business Continuity and Disaster Recovery: Required for critical services or when mandated by customer's regulatory obligations

4. Parent Company Guarantee: Include when financial security from service provider's parent company is required

5. Anti-Corruption and Sanctions: Required for international services or when dealing with public sector customers

6. Subcontracting: Needed if service provider will use subcontractors

7. Innovation and Technology Refresh: Relevant for long-term contracts requiring technology updates

8. Environmental Protection: Include for services with significant environmental impact or when required by customer policy

Suggested Schedules

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

2. Service Levels and Service Credits: Specific performance metrics, measurement methods, and consequences of failure

3. Charges and Pricing: Detailed pricing models, rate cards, and charging mechanisms

4. Data Processing Agreement: GDPR-compliant data processing terms and technical/organizational measures

5. Personnel and Key Personnel: Details of key staff, qualifications, and replacement procedures

6. Transition Plan: Detailed plan for service transition from incumbent provider or in-house team

7. Exit Plan: Procedures and obligations for service termination and transition to new provider

8. Security Requirements: Detailed IT security requirements and procedures

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

10. Governance and Reporting: Meeting structure, reporting requirements, and escalation procedures

11. Approved Subcontractors: List of approved subcontractors and subcontracting requirements

12. Technical Infrastructure: Description of technical environment and infrastructure requirements

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
Affiliate
Agreement
Applicable Law
Authorized Representative
Baseline Services
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Confidential Information
Contract Year
Customer Data
Customer Materials
Customer Personal Data
Customer Systems
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Maintenance Window
Material Breach
Milestone
Operating Environment
Personal Data
Personnel
Planned Maintenance
Processing
Project Plan
Related Agreement
Report
Required Consents
Security Requirements
Service Credits
Service Failure
Service Levels
Services
Service Provider Systems
Software
Specification
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Plan
Working Hours
Work Product
Clauses
Interpretation
Definitions
Service Provision
Service Levels
Performance Monitoring
Customer Obligations
Charges and Payment
Invoicing
Data Protection
Data Security
Intellectual Property Rights
Confidentiality
Non-Competition
Personnel
Key Personnel
Subcontracting
Change Control
Audit Rights
Compliance
Anti-Corruption
Force Majeure
Term and Termination
Exit Management
Transition Services
Business Continuity
Disaster Recovery
Liability
Indemnification
Insurance
Assignment
Variation
Waiver
Severability
Notices
Governing Law
Dispute Resolution
Entire Agreement
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Professional Services

Public Sector

Energy

Transportation

Education

Insurance

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Risk Management

Information Security

Operations

Vendor Management

Project Management

Data Protection

Internal Audit

Relevant Roles

Chief Information Officer

IT Director

Chief Technology Officer

Procurement Manager

Legal Counsel

Data Protection Officer

IT Service Delivery Manager

Operations Director

Risk Manager

Compliance Officer

Contract Manager

Chief Financial Officer

Information Security Manager

Vendor Management Officer

Project Manager

IT Infrastructure Manager

Industries
EU General Data Protection Regulation (GDPR): Fundamental regulation for personal data processing, mandatory for IT services handling EU resident data, including requirements for data processing agreements
German Federal Data Protection Act (BDSG): National implementation of GDPR and additional German-specific data protection requirements
German Civil Code (BGB): Contains fundamental contract law provisions, including service contract regulations (§611 et seq.) and general terms and conditions rules (§305 et seq.)
German Trade Secret Act (GeschGehG): Protects confidential business information and know-how, crucial for IT outsourcing relationships
German Telecommunications Act (TKG): Relevant for telecommunications and network services aspects of IT outsourcing
IT Security Act (IT-Sicherheitsgesetz): Sets requirements for IT security, particularly important for critical infrastructure
Transfer of Undertakings Law (§613a BGB): Governs employee rights in case of business transfers, relevant if IT outsourcing includes staff transfer
Act Against Unfair Competition (UWG): Relevant for competitive aspects and market behavior in outsourcing relationships
German Commercial Code (HGB): Contains specific provisions for commercial relationships and merchant transactions
EU Network and Information Security (NIS) Directive Implementation: German implementation of EU cybersecurity requirements, relevant for digital service providers
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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