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IT Outsourcing Agreement
"I need an IT Outsourcing Agreement under Dutch law for outsourcing our entire IT infrastructure and support services to a third-party provider, with specific emphasis on GDPR compliance and employee transfer provisions, as we plan to transfer 25 IT staff members to the service provider starting March 2025."
1. Parties: Identification of contracting parties, including registered addresses and company details
2. Background: Context of the agreement, business objectives, and general intent of the parties
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Services: Detailed description of IT services to be provided, including scope and exclusions
5. Service Levels: Performance standards, KPIs, and measurement methodology
6. Term and Termination: Duration of agreement, renewal terms, and termination rights
7. Charges and Payment: Pricing structure, payment terms, and invoicing procedures
8. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Liability and Indemnities: Limitation of liability, indemnification obligations, and insurance requirements
12. Force Majeure: Events excusing performance and related procedures
13. Governance: Contract management, escalation procedures, and reporting requirements
14. Exit and Migration: Termination assistance and transition requirements
1. Personnel Transfer: Required when the outsourcing involves transfer of employees under Dutch law
2. Hardware and Assets: Include when physical assets or hardware are provided as part of the service
3. Disaster Recovery: Detailed section needed for critical services requiring specific DR arrangements
4. Regulatory Compliance: Required for regulated industries or when handling sensitive data
5. Anti-Bribery and Corruption: Include for international services or when required by corporate policies
6. Environmental Requirements: Include when services have significant environmental impact
7. Subcontracting: Required when supplier needs right to subcontract certain services
8. Change Control: Detailed procedures for when significant service changes are anticipated
1. Schedule 1 - Service Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels and KPIs: Detailed service levels, measurement methods, and penalties
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment milestones
4. Schedule 4 - Customer Dependencies: Customer obligations and requirements for service delivery
5. Schedule 5 - GDPR Processing Details: Mandatory schedule detailing all aspects of personal data processing
6. Schedule 6 - Security Requirements: Detailed security policies and procedures
7. Schedule 7 - Governance and Reporting: Detailed governance structure, meetings, and reports
8. Schedule 8 - Form of Change Order: Template for documenting agreed changes
9. Schedule 9 - Exit Plan: Detailed exit management and migration procedures
10. Appendix A - Key Personnel: List of key personnel from both parties
11. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Acceptance Tests
Applicable Law
Assets
Authorised Representatives
Background IP
Business Day
Business Hours
Change Control Procedure
Change Request
Charges
Commencement Date
Confidential Information
Contract Year
Customer Data
Customer Dependencies
Customer Environment
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Effective Date
Emergency Maintenance
Exit Period
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Implementation Period
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Window
Major Release
Milestone
Minor Release
Notice
Operating Environment
Operational Level Agreements
Performance Credits
Personal Data
Personnel
Planned Maintenance
Processing
Project Plan
Relief Event
Response Time
Resolution Time
Service Credits
Service Levels
Services
Software
Specification
Subcontractor
Supplier Materials
System
Term
Termination Assistance
Termination Date
Third Party Software
Transition Period
Transition Plan
Working Hours
Works Council
Service Levels
Charges and Payment
Data Protection
Confidentiality
Intellectual Property
Personnel
Customer Obligations
Governance
Change Control
Audit Rights
Warranties
Liability and Indemnification
Insurance
Force Majeure
Term and Termination
Exit Management
Security Requirements
Business Continuity
Disaster Recovery
Regulatory Compliance
Anti-Bribery and Corruption
Assignment and Subcontracting
Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Variation
Third Party Rights
Governing Law and Jurisdiction
Competition Law
Employee Transfer
Asset Transfer
Software Licensing
Documentation
Testing and Acceptance
Implementation
Transition Services
Performance Monitoring
Reporting
Maintenance and Support
Service Credits
Benchmarking
Environmental Requirements
Financial Services
Healthcare
Technology
Manufacturing
Retail
Professional Services
Public Sector
Telecommunications
Energy and Utilities
Transportation and Logistics
Education
Insurance
Legal
Information Technology
Procurement
Information Security
Risk and Compliance
Finance
Operations
Vendor Management
Data Protection
Project Management
Chief Information Officer
IT Director
Procurement Manager
Legal Counsel
Data Protection Officer
IT Service Delivery Manager
Contract Manager
Chief Technology Officer
Information Security Manager
Risk Manager
Vendor Manager
Operations Director
Chief Financial Officer
Commercial Manager
Project Manager
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