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Business Process Outsourcing Agreement

Business Process Outsourcing Agreement Template for Netherlands

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Key Requirements PROMPT example:

Business Process Outsourcing Agreement

"I need a Business Process Outsourcing Agreement for outsourcing our customer service operations to a Dutch provider, with specific focus on GDPR compliance and data security measures, as we'll be handling sensitive customer data from multiple EU countries starting March 2025."

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Document background
The Business Process Outsourcing Agreement is a critical document used when a company (Customer) wishes to outsource specific business functions or processes to an external service provider in the Netherlands. This agreement is essential for arrangements where core business operations, such as customer service, finance and accounting, HR processes, or IT services, are delegated to a specialized provider. The document must comply with Dutch legal requirements, including the Dutch Civil Code, GDPR implementation laws, and employment regulations. It typically includes comprehensive provisions for service delivery, performance standards, data protection, personnel matters, and risk allocation. The agreement is particularly important in the Dutch context due to specific local requirements regarding works councils, employee rights, and data protection, while also ensuring compliance with broader EU regulations. This type of agreement is commonly used in both domestic and cross-border outsourcing arrangements, requiring careful consideration of Dutch and EU legal frameworks.
Suggested Sections

1. Parties: Identification of contracting parties including registered addresses and company details

2. Background: Context of the agreement, business objectives, and general intent of the parties

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided, including core obligations and responsibilities

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Service Levels and Performance: Performance standards, KPIs, and measurement methods

7. Charges and Payment: Pricing structure, payment terms, invoicing, and related financial provisions

8. Governance and Contract Management: Management structure, reporting requirements, and oversight procedures

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

10. Confidentiality: Protection of confidential information and trade secrets

11. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP

12. Personnel and Key Staff: Requirements for personnel, key staff provisions, and training

13. Warranties and Representations: Standard and specific warranties from both parties

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

15. Force Majeure: Events excusing performance and related procedures

16. Termination: Termination rights, procedures, and consequences

17. Exit Management: Transition assistance and knowledge transfer upon termination

18. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Change Control: Procedures for managing changes to services or agreement terms - include if significant changes are anticipated

2. Business Continuity and Disaster Recovery: Detailed BC/DR requirements - include for critical business processes

3. Compliance with Specific Regulations: Industry-specific regulatory requirements - include if operating in regulated sectors

4. Employee Transfer Provisions: TUPE/transfer of undertaking provisions - include if employees will transfer

5. Parent Company Guarantee: Guarantee from provider's parent company - include for financial security

6. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for international services

7. Environmental Requirements: Environmental standards and reporting - include if environmentally sensitive

8. Subcontracting: Detailed subcontracting terms - include if subcontractors will be used

Suggested Schedules

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

2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and measurement methodologies

3. Schedule 3 - Charges: Detailed pricing, payment structure, and rate cards

4. Schedule 4 - Governance: Detailed governance framework, meeting schedules, and escalation procedures

5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and security requirements

6. Schedule 6 - Human Resources: Staff transfer details, key personnel, and HR procedures

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

8. Schedule 8 - Exit Plan: Detailed exit management and transition assistance procedures

9. Schedule 9 - Approved Subcontractors: List of approved subcontractors and their roles

10. Schedule 10 - Form of Parent Company Guarantee: Template for parent company guarantee if required

11. Appendix A - Technical Requirements: Detailed technical specifications and requirements

12. Appendix B - Security Requirements: Detailed information security requirements and procedures

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
Agreement
Acceptance Criteria
Applicable Law
Approved Subcontractor
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer Data
Customer Dependencies
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Effective Date
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Milestone
Operating Environment
Parent Company Guarantee
Performance Credits
Personal Data
Processing
Provider Personnel
Quality Standards
Relief Event
Renewal Period
Required Consents
Service Credits
Service Levels
Services
Special Categories of Personal Data
Specifications
Standard Operating Procedures
Subsidiary
Term
Termination Assistance Period
Termination Date
Third Party
Transition Period
Transition Plan
VAT
Virus
Working Day
Works Council
Clauses
Appointment
Duration and Extension
Services Scope
Service Levels
Performance Monitoring
Charges and Payment
Invoicing
Data Protection
Information Security
Confidentiality
Intellectual Property
Personnel and Key Staff
Non-Solicitation
Knowledge Transfer
Change Control
Governance
Audit Rights
Compliance with Laws
Anti-Corruption
Record Keeping
Warranties
Service Provider Obligations
Customer Obligations
Risk Allocation
Liability
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Subcontracting
Assignment and Novation
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Governing Law
Employee Transfer
Works Council
Parent Company Guarantee
Non-Competition
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Amendments
Counterparts
Relevant Industries

Financial Services

Healthcare

Manufacturing

Technology

Retail

Telecommunications

Insurance

Banking

Pharmaceuticals

Energy

Logistics

Professional Services

Relevant Teams

Legal

Procurement

Operations

Finance

Human Resources

Information Technology

Compliance

Risk Management

Data Protection

Commercial

Vendor Management

Business Process Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

General Counsel

Head of Procurement

Head of Legal

Commercial Director

Operations Director

Procurement Manager

Contract Manager

Legal Counsel

Data Protection Officer

HR Director

IT Director

Risk Manager

Compliance Officer

Business Process Manager

Sourcing Manager

Vendor Manager

Industries
General Data Protection Regulation (GDPR): EU-wide data protection law that applies to processing of personal data, requiring specific contractual clauses for data processing agreements
Dutch Civil Code (Burgerlijk Wetboek): Primary source of Dutch contract law, governing formation and execution of contracts, including service agreements
Dutch Personal Data Protection Act (Uitvoeringswet AVG): National implementation of GDPR, providing additional Dutch-specific requirements for data protection
Dutch Works Council Act (Wet op de ondernemingsraden): Regulates employee representation and consultation rights in case of significant organizational changes like outsourcing
Transfer of Undertaking Act (Wet overgang van onderneming): Protects employees' rights in case of business transfers, including outsourcing scenarios that involve transfer of employees
Dutch Telecommunications Act (Telecommunicatiewet): Relevant for digital communications and data security requirements in outsourcing arrangements
EU NIS Directive Implementation Act (Wet beveiliging netwerk- en informatiesystemen): Covers cybersecurity requirements for critical infrastructure and digital service providers
Dutch Working Conditions Act (Arbeidsomstandighedenwet): Ensures proper working conditions, relevant when outsourcing involves workplace changes or remote work
Dutch Working Hours Act (Arbeidstijdenwet): Regulates working hours and rest periods, important for service level agreements and operational requirements
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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