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Outsourcing Agreement
"I need an Outsourcing Agreement for a Hong Kong technology company outsourcing our IT infrastructure management to a third-party provider, with strict data security requirements and service level agreements, planned to commence in March 2025."
1. Parties: Identification of contracting parties including registered addresses and company numbers
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 levels and deliverables
5. Term and Termination: Duration of agreement, renewal provisions, and termination rights
6. Service Provider's Obligations: Key responsibilities, warranties, and commitments of the service provider
7. Customer's Obligations: Responsibilities and commitments of the customer, including cooperation and access requirements
8. Charges and Payment: Pricing, payment terms, invoicing procedures, and related financial provisions
9. Service Levels and Performance: Performance standards, KPIs, monitoring, and reporting requirements
10. Governance and Change Control: Management structure, reporting lines, and process for managing changes
11. Data Protection and Security: Compliance with PDPO and security requirements for data handling
12. Confidentiality: Protection of confidential information and trade secrets
13. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
14. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Regulatory Compliance: Specific compliance requirements for regulated industries (e.g., financial services)
2. Staff Transfer: Provisions for transfer of employees if required under the outsourcing arrangement
3. Business Continuity: Detailed disaster recovery and business continuity requirements
4. Exit Management: Detailed provisions for transition of services back to customer or to another provider
5. Anti-Bribery and Corruption: Specific provisions for compliance with anti-corruption laws
6. Environmental and Social Responsibility: Sustainability and corporate social responsibility requirements
7. Subcontracting: Rules and procedures for engaging subcontractors
8. Innovation and Continuous Improvement: Requirements for service enhancement and technological updates
1. Schedule 1 - Services Description: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels: Detailed SLAs, KPIs, and measurement methodologies
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment mechanisms
4. Schedule 4 - Customer Dependencies: Detailed list of customer-provided resources and responsibilities
5. Schedule 5 - Governance: Detailed governance procedures, escalation matrix, and reporting requirements
6. Schedule 6 - Security Requirements: Detailed security policies, procedures, and compliance requirements
7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
8. Schedule 8 - Data Processing Agreement: Detailed data protection and privacy requirements
9. Schedule 9 - Exit Plan: Detailed procedures for service transition upon termination
10. Appendix A - Key Personnel: List of key personnel from both parties and their roles
11. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
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 Protection Laws
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Emergency
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Procedures
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
Material Breach
Milestone
Notice
Personal Data
Project
Regulatory Requirements
Renewal Term
Reports
Security Requirements
Service Credits
Service Levels
Services
Subcontractor
Term
Termination Date
Third Party Materials
Transition Period
Transition Plan
Transition Services
Working Hours
Interpretation
Service Provision
Service Levels
Term and Duration
Charges and Payment
Performance Monitoring
Customer Obligations
Service Provider Obligations
Change Control
Governance
Data Protection
Confidentiality
Intellectual Property
Personnel
Subcontracting
Compliance with Laws
Warranties
Liability and Indemnities
Insurance
Force Majeure
Termination
Exit Management
Business Continuity
Dispute Resolution
Assignment and Novation
Notices
Anti-Bribery and Corruption
Security
Audit Rights
Regulatory Compliance
Staff Transfer
Non-Solicitation
Competition
Record Keeping
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law
Jurisdiction
Financial Services
Technology
Manufacturing
Professional Services
Healthcare
Retail
Telecommunications
Business Process Outsourcing
Information Technology
Banking
Insurance
Real Estate
Logistics
E-commerce
Legal
Procurement
Operations
Information Technology
Compliance
Risk Management
Finance
Vendor Management
Information Security
Data Protection
Commercial
Strategy
Chief Operating Officer
Head of Legal
General Counsel
Procurement Manager
Operations Director
Chief Technology Officer
Data Protection Officer
Compliance Officer
Commercial Director
Vendor Management Lead
Risk Manager
Chief Financial Officer
Head of Operations
IT Director
Contract Manager
Service Delivery Manager
Chief Information Security Officer
Head of Procurement
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