Outsourcing Contract Agreement Template for India

The Outsourcing Contract Agreement serves as the primary legal framework for outsourcing relationships in India, used when organizations want to engage external service providers for specific business functions or services. This document is essential in today's globalized business environment, particularly given India's position as a leading outsourcing destination. The agreement must comply with Indian legal requirements while incorporating international best practices, addressing key aspects such as service delivery, intellectual property rights, data protection, and risk allocation. It's particularly relevant for both domestic and international outsourcing arrangements, requiring careful consideration of Indian regulations including the Information Technology Act, Contract Act, and data protection laws. The document typically includes detailed service specifications, performance metrics, pricing structures, and governance frameworks to ensure clear understanding and effective management of the outsourcing relationship.

1. Parties: Identifies the contracting parties with their full legal names, addresses, and company registration details

2. Background: Provides context of the outsourcing arrangement and brief description of each party's business

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

4. Scope of Services: Detailed description of services to be provided, including service boundaries and exclusions

5. Term and Commencement: Specifies the duration of the agreement and conditions for commencement

6. Service Provider's Obligations: Details the key responsibilities and commitments of the service provider

7. Customer's Obligations: Outlines the responsibilities and commitments of the customer

8. Service Levels: Defines performance standards and metrics for service delivery

9. Charges and Payment Terms: Details the pricing model, payment schedule, and related financial terms

10. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created IP

11. Confidentiality: Defines confidential information and obligations regarding its protection

12. Data Protection and Privacy: Specifies requirements for handling personal and sensitive data

13. Personnel and Resources: Addresses staffing requirements, key personnel, and resource allocation

14. Governance and Reporting: Establishes management structure and reporting requirements

15. Warranties and Representations: States the guarantees and assertions made by each party

16. Liability and Indemnification: Defines liability limitations and indemnification obligations

17. Force Majeure: Addresses rights and obligations during unforeseen circumstances

18. Termination: Specifies termination rights, process, and consequences

19. Exit Management: Details the transition process at contract end or termination

20. General Provisions: Includes standard legal clauses like notices, assignment, and governing law