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Outsourcing Agreement
"I need an Outsourcing Agreement under Belgian law for outsourcing our IT infrastructure management to a third-party provider, including cloud services and help desk support, with service commencement planned for March 2025 and strict data protection requirements as we handle sensitive customer data."
1. Parties: Identification of the service provider and customer, including registered offices and company details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Scope of Services: Detailed description of services to be provided, including service provider's obligations
5. Term and Commencement: Duration of the agreement and conditions for commencement
6. Service Provider's Obligations: General and specific obligations of the service provider
7. Customer's Obligations: Responsibilities and obligations of the customer
8. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
9. Service Levels: Performance standards, KPIs, and service level requirements
10. Governance and Reporting: Management structure, reporting requirements, and meeting schedules
11. Audit Rights: Customer's rights to audit service provider's performance and compliance
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. Termination: Grounds for termination, notice periods, and consequences of termination
16. Exit Management: Procedures and obligations for service transition upon termination
1. Data Protection: Required when personal data is processed, addressing GDPR and Belgian Data Protection Act requirements
2. Employee Transfer: Required when the outsourcing involves transfer of employees under CLA 32bis
3. Intellectual Property Rights: Required when new IP is created during service provision
4. Regulatory Compliance: Required for regulated industries or when specific regulatory obligations apply
5. Business Continuity and Disaster Recovery: Required for critical services or when mandated by industry regulations
6. Anti-Corruption and Ethics: Required when dealing with public sector or high-risk jurisdictions
7. Security Requirements: Required when handling sensitive data or systems
8. Change Control: Required for complex services likely to require modifications during the term
1. Schedule 1 - Services Description: Detailed technical and functional specifications of the services
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, measurement methods, and penalties
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment milestones
4. Schedule 4 - Governance: Detailed governance structure, escalation procedures, and key personnel
5. Schedule 5 - Security Requirements: Detailed security protocols, standards, and compliance requirements
6. Schedule 6 - Exit Plan: Detailed transition and exit procedures
7. Schedule 7 - Approved Subcontractors: List of approved subcontractors and their roles
8. Schedule 8 - Form of Change Order: Template for documenting and approving changes to services
9. Appendix A - Data Processing Agreement: Detailed data protection terms and processing requirements
10. Appendix B - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
Authors
Affiliate
Agreement
Applicable Law
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 Performance Indicators
Key Personnel
Material Breach
Notice
Personal Data
Personnel
Processing
Regulatory Requirements
Renewal Term
Service Credits
Service Failure
Service Hours
Service Levels
Services
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Plan
Working Day
Work Product
Definitions and Interpretation
Service Scope
Term and Duration
Service Provider Obligations
Customer Obligations
Service Levels
Charges and Payment
Invoicing
Performance Monitoring
Change Control
Personnel and Key Personnel
Subcontracting
Data Protection
Confidentiality
Intellectual Property
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Governance
Audit Rights
Regulatory Compliance
Anti-Corruption
Security Requirements
Business Continuity
Dispute Resolution
Termination Rights
Exit Management
Assignment and Novation
Notices
Entire Agreement
Severability
Governing Law
Jurisdiction
Information Technology
Financial Services
Manufacturing
Healthcare
Telecommunications
Professional Services
Retail
Logistics
Energy
Public Sector
Pharmaceutical
Real Estate
Construction
Agriculture
Education
Legal
Procurement
Operations
Information Technology
Finance
Risk Management
Compliance
Human Resources
Project Management
Vendor Management
Business Development
Strategy
Internal Audit
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Information Officer
Chief Technology Officer
Head of Procurement
Head of Legal
Head of Operations
Head of Risk Management
Procurement Manager
Contract Manager
Legal Counsel
Operations Manager
Project Manager
Vendor Manager
Sourcing Manager
Compliance Officer
Risk Manager
Business Unit Director
Service Delivery Manager
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