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Outsourcing Services Contract
"I need an Outsourcing Services Contract for engaging a third-party IT service provider based in Auckland to manage our cloud infrastructure and provide 24/7 support services, with the agreement planned to commence on March 1, 2025."
1. Parties: Identifies and provides full legal details of the contracting parties (service provider and client)
2. Background: Sets out the context and purpose of the agreement, including the client's business needs and provider's expertise
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Services: Outlines the scope and nature of services to be provided, including service levels and deliverables
5. Term and Renewal: Specifies the initial duration of the agreement and any renewal provisions
6. Fees and Payment: Details the fee structure, payment terms, invoicing process, and any price adjustment mechanisms
7. Service Provider Obligations: Lists key responsibilities and commitments of the service provider
8. Client Obligations: Specifies the client's responsibilities and commitments to enable service delivery
9. Performance Standards: Establishes required service levels, KPIs, and quality standards
10. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created IP
11. Confidentiality: Protects confidential information and trade secrets of both parties
12. Data Protection and Privacy: Ensures compliance with Privacy Act 2020 and data protection requirements
13. Liability and Indemnities: Sets out liability limitations and indemnification obligations
14. Termination: Specifies termination rights, process, and consequences
15. Exit and Transition: Outlines obligations and processes for service transition upon termination
16. General Provisions: Includes standard boilerplate clauses such as notices, governing law, and dispute resolution
1. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data
2. Security Requirements: Necessary when services involve IT systems or sensitive information
3. Personnel and Subcontracting: Important when specific personnel are key to service delivery or when subcontracting needs to be regulated
4. Change Control: Required for complex services likely to evolve over time
5. Audit Rights: Important for regulated industries or when compliance verification is necessary
6. Insurance: Required when services involve significant risks or physical presence
7. Force Majeure: Important for long-term contracts or services susceptible to external disruptions
8. Anti-bribery and Corruption: Necessary for international services or when dealing with public sector clients
9. Environmental Compliance: Required when services have environmental impacts
1. Schedule 1 - Services Description: Detailed description of services, including scope, specifications, and deliverables
2. Schedule 2 - Service Levels: Detailed service level agreements, KPIs, and measurement methods
3. Schedule 3 - Pricing and Payment: Detailed fee structure, rates, expenses, and payment terms
4. Schedule 4 - Key Personnel: Lists key personnel from both parties and their roles
5. Schedule 5 - Implementation Plan: Timeline and milestones for service implementation
6. Schedule 6 - Governance and Reporting: Management structure, meeting schedules, and reporting requirements
7. Schedule 7 - Technical Requirements: Technical specifications, systems requirements, and interfaces
8. Schedule 8 - Exit Plan: Detailed transition out procedures and requirements
9. Appendix A - Form of Change Request: Template for requesting and documenting changes to services
10. Appendix B - Security Policies: Relevant security policies and procedures
Authors
Acceptance Criteria
Affiliate
Background IP
Business Day
Change Control Procedure
Charges
Client
Client Data
Client Materials
Commencement Date
Confidential Information
Contract Year
Deliverables
Disaster Recovery Plan
Dispute
Documentation
Emergency
Exit Plan
Force Majeure Event
Good Industry Practice
Governmental Authority
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Material Breach
New IP
Notice
Personal Data
Personnel
Privacy Laws
Project
Renewal Term
Reports
Representative
Service Credits
Service Levels
Services
Service Provider
Service Provider Systems
Service Recipient
Specifications
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Services
Working Hours
Service Provision
Service Levels
Acceptance Testing
Implementation
Charges and Payment
Personnel
Subcontracting
Performance Monitoring
Change Control
Intellectual Property
Data Protection
Confidentiality
Security
Audit Rights
Business Continuity
Disaster Recovery
Force Majeure
Liability
Indemnification
Insurance
Term and Renewal
Termination
Exit Management
Transition Services
Dispute Resolution
Assignment and Novation
Notices
Governing Law
Anti-Bribery
Health and Safety
Compliance with Laws
Warranties
Record Keeping
Non-Solicitation
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Information Technology
Business Process Outsourcing
Manufacturing
Financial Services
Healthcare
Telecommunications
Professional Services
Logistics and Supply Chain
Human Resources
Facilities Management
Customer Service
Research and Development
Legal
Procurement
Operations
Finance
Risk and Compliance
Information Technology
Project Management Office
Commercial
Business Development
Vendor Management
Service Delivery
Strategy
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Head of Procurement
Procurement Manager
Contract Manager
Operations Director
Project Manager
Legal Counsel
Risk Manager
Compliance Officer
Service Delivery Manager
Vendor Relationship Manager
Commercial Director
Business Unit Head
Chief Technology Officer
Head of Operations
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