Outsourcing Agreement for Switzerland

Outsourcing Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes and regulates the relationship between a service provider and a customer for the outsourcing of specific business functions or services. The agreement addresses key aspects including service delivery, performance standards, data protection compliance under Swiss FDPA, risk management, liability allocation, and operational requirements. It incorporates Swiss-specific regulatory requirements while providing a framework for managing the outsourcing relationship, including service levels, pricing, intellectual property rights, and termination provisions.

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What is a Outsourcing Agreement?

This Outsourcing Agreement is designed for use in Switzerland when a business entity (the customer) wishes to engage an external service provider to perform certain business functions or services. The agreement is structured to comply with Swiss law, including the Swiss Code of Obligations and Federal Data Protection Act, while incorporating industry best practices for outsourcing arrangements. It is particularly relevant for businesses seeking to optimize operations, reduce costs, or access specialized expertise through outsourcing. The document includes comprehensive provisions for service delivery, performance measurement, risk management, data protection, and regulatory compliance, making it suitable for both regulated and non-regulated industries. The Outsourcing Agreement also addresses specific Swiss regulatory requirements, particularly important for financial institutions subject to FINMA regulations.

What sections should be included in a Outsourcing Agreement?

1. Parties: Identification and details of the contracting parties (service provider and customer)

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Term and Termination: Duration of the agreement, renewal terms, and termination rights

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. Service Levels: Performance standards, metrics, and measurement methodology

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

10. Data Protection and Security: Compliance with Swiss FDPA, security measures, and data handling requirements

11. Confidentiality: Protection of confidential information and trade secrets

12. Intellectual Property Rights: Ownership and licensing of IP created or used during service provision

13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

14. Insurance: Required insurance coverage and minimum limits

15. Business Continuity: Disaster recovery and business continuity requirements

16. Audit Rights: Customer's rights to audit service provider's operations and compliance

17. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for dispute resolution

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

What sections are optional to include in a Outsourcing Agreement?

1. Regulatory Compliance: Additional compliance requirements for regulated industries (e.g., financial services, healthcare)

2. Staff and Key Personnel: Requirements for service provider's personnel, including key staff provisions

3. Change Control: Procedures for managing changes to services, specifications, or contract terms

4. Step-in Rights: Customer's right to take over services in critical situations

5. Anti-Bribery and Corruption: Specific provisions for preventing corruption and ensuring ethical business practices

6. Environmental Requirements: Sustainability and environmental compliance requirements

7. Subcontracting: Rules and restrictions regarding use of subcontractors

8. Exit Management: Detailed provisions for service transition upon contract termination

9. Force Majeure: Handling of events beyond parties' reasonable control

10. Parent Company Guarantee: Additional financial security through parent company guarantees

What schedules should be included in a Outsourcing Agreement?

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

2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements, metrics, and measurement methodology

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

4. Schedule 4 - Customer Dependencies: List of customer obligations and prerequisites for service delivery

5. Schedule 5 - Security Requirements: Detailed security protocols and requirements

6. Schedule 6 - Data Processing Agreement: Specific terms for personal data processing under Swiss FDPA

7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures

8. Schedule 8 - Transition Plan: Implementation and service transition methodology

9. Schedule 9 - Exit Plan: Detailed procedures for contract termination and service transfer

10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their roles

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

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Healthcare

Pharmaceuticals

Insurance

Telecommunications

Professional Services

Retail

Energy

Transportation and Logistics

Real Estate

Education

Media and Entertainment

Relevant Teams

Legal

Procurement

Operations

Information Technology

Finance

Risk Management

Compliance

Data Protection

Vendor Management

Project Management

Business Development

Strategy

Internal Audit

Human Resources

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Chief Technology Officer

Chief Legal Officer

General Counsel

Head of Procurement

Procurement Manager

Contract Manager

Operations Director

IT Director

Vendor Management Officer

Risk Management Officer

Compliance Officer

Data Protection Officer

Project Manager

Service Delivery Manager

Business Unit Head

Finance Director

Legal Counsel

Industries
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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