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Outsourcing Agreement
1. Parties: Identification of the service provider and customer, including full legal names and registration details
2. Background: Context of the agreement, including brief description of the customer's business and outsourcing objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including service levels and performance standards
5. Term and Commencement: Duration of the agreement and conditions for commencement
6. Service Provider's Obligations: Key responsibilities and commitments of the service provider
7. Customer's Obligations: Key responsibilities and commitments of the customer
8. Charges and Payment: Pricing, payment terms, and invoicing arrangements
9. Service Levels and Performance: Detailed service level requirements and performance monitoring
10. Governance and Reporting: Management structure, reporting requirements, and meeting schedules
11. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
12. Intellectual Property Rights: Ownership and licensing of IP used and created during the services
13. Confidentiality: Protection of confidential information and trade secrets
14. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification provisions
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Termination: Termination rights, procedures, and consequences
17. Exit and Migration: Requirements for service transition upon termination
18. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Employee Transfer: Required when the outsourcing involves transfer of employees under Danish Transfer of Undertakings legislation
2. Regulatory Compliance: Required for regulated industries, especially financial services
3. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data
4. Insurance: Detailed insurance requirements, recommended for high-value or high-risk services
5. Parent Company Guarantee: Required when seeking additional financial security from service provider's parent company
6. Anti-Corruption and Ethics: Required when dealing with public sector or international services
7. Environmental Compliance: Required when services have significant environmental impact
8. Subcontracting: Required when service provider may need to engage subcontractors
1. Service Description: Detailed specification of services to be provided
2. Service Levels: Detailed service level agreements including KPIs and measurement methods
3. Charges: Detailed pricing structure, including rate cards and payment mechanisms
4. Customer Dependencies: Detailed list of customer-provided items, access, and assistance
5. Data Processing Agreement: GDPR-compliant data processing terms and details
6. Security Requirements: Detailed security protocols and requirements
7. Governance Procedures: Detailed procedures for contract governance and escalation
8. Employee Information: Details of any transferring employees (if applicable)
9. Exit Plan: Detailed procedures for service transition upon termination
10. Business Continuity Plan: Detailed business continuity and disaster recovery procedures
11. Key Personnel: List of key personnel from both parties and their roles
12. Approved Subcontractors: List of pre-approved subcontractors and their roles
Authors
Applicable Law
Business Day
Charges
Commencement Date
Confidential Information
Customer
Customer Data
Customer Dependencies
Customer Materials
Data Protection Laws
Deliverables
Disaster Recovery Plan
Documentation
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Milestone
Personal Data
Processing
Regulatory Requirements
Related Agreement
Service Credits
Service Levels
Services
Service Provider
Service Provider Personnel
Service Provider Systems
Service Recipients
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Working Hours
Services Scope
Service Levels
Term and Duration
Implementation
Customer Obligations
Provider Obligations
Personnel
Subcontracting
Data Protection
Information Security
Audit Rights
Charges
Invoicing
Performance Monitoring
Governance
Intellectual Property
Confidentiality
Non-Solicitation
Warranties
Indemnification
Liability
Insurance
Force Majeure
Change Control
Dispute Resolution
Termination Rights
Exit Management
Business Continuity
Regulatory Compliance
Anti-Corruption
Assignment
Notices
Entire Agreement
Severability
Governing Law
Jurisdiction
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