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1. Parties: Identification of the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the outsourcing arrangement
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 circumstances for termination
6. Service Levels and Performance: Performance standards, KPIs, measurement methods, and consequences of non-performance
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and related financial provisions
8. Customer Obligations: Customer's responsibilities and commitments to enable service delivery
9. Service Provider Obligations: Core obligations of the service provider including quality, compliance, and reporting
10. Personnel and Resources: Requirements for staff, facilities, and resources needed for service delivery
11. Data Protection and Privacy: Obligations regarding data handling, security measures, and compliance with privacy laws
12. Confidentiality: Protection of confidential information, permitted uses, and non-disclosure obligations
13. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing IP and newly created materials
14. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Dispute Resolution: Process for resolving disputes, including escalation procedures and jurisdiction
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Transition Services: Detailed provisions for transition of services from existing providers or back to customer, used when complex service transition is involved
2. Business Continuity: Disaster recovery and business continuity requirements, essential for critical services
3. Change Control: Procedures for managing changes to services or contract terms, important for long-term or complex arrangements
4. Compliance with Anti-Bribery Laws: Specific provisions regarding anti-corruption compliance, particularly important for international arrangements
5. Audit Rights: Customer's rights to audit service provider's operations, important for regulated industries
6. Environmental Compliance: Environmental protection obligations, relevant for manufacturing or hardware-related outsourcing
7. Export Control: Provisions regarding compliance with export control laws, necessary for international service delivery
8. Subcontracting: Terms governing use of subcontractors, important when subcontracting is anticipated
1. Schedule 1 - Services Description: Detailed description of services, including technical specifications and operational procedures
2. Schedule 2 - Service Levels: Detailed service level agreements, measurement criteria, and reporting requirements
3. Schedule 3 - Charges: Detailed pricing structure, rate cards, and payment calculations
4. Schedule 4 - Key Personnel: List of key personnel from both parties and their roles
5. Schedule 5 - Governance: Governance structure, meeting schedules, and escalation procedures
6. Schedule 6 - Security Requirements: Detailed security protocols and requirements
7. Schedule 7 - Exit Plan: Detailed procedures for contract termination and service transition
8. Appendix A - Form of Change Order: Template for documenting and approving changes to services
9. Appendix B - Reports: List and templates of required reports
10. Appendix C - Approved Subcontractors: List of pre-approved subcontractors if applicable
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