The Outsourcing Service Level Agreement is essential for organizations seeking to formalize and manage their outsourcing relationships under Dutch law. This document is typically used when a company (the customer) wants to outsource specific business functions or services to an external provider while maintaining clear performance standards and accountability. It establishes the framework for service delivery, quality metrics, and operational requirements, incorporating necessary compliance elements for Dutch and EU regulations, including GDPR. The agreement is particularly crucial in regulated industries where outsourcing arrangements require specific oversight and risk management measures. It provides comprehensive coverage of service levels, performance monitoring, governance structures, and risk allocation, while ensuring alignment with Dutch legal requirements and industry best practices.
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1. Parties: Identification and details of the contracting parties (service provider and customer)
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Services Scope: Detailed description of services to be provided and any excluded services
5. Service Levels: Performance standards, KPIs, and measurement methodology
6. Service Provider Obligations: Key responsibilities and commitments of the service provider
7. Customer Obligations: Key responsibilities and commitments of the customer
8. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
9. Governance and Reporting: Management structure, reporting requirements, and meeting schedules
10. Data Protection and Security: GDPR compliance, data handling, and security requirements
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Confidentiality: Protection and handling of confidential information
13. Liability and Indemnities: Risk allocation, limitation of liability, and indemnification provisions
14. Force Majeure: Handling of events beyond reasonable control
15. Term and Termination: Duration, renewal, and termination provisions
16. Exit Management: Procedures and obligations for service transition upon termination
17. General Provisions: Standard legal provisions including governing law, notices, and entire agreement
1. Regulatory Compliance: Required for regulated industries like financial services or healthcare
2. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data
3. Staff and Key Personnel: Include when specific personnel are crucial to service delivery
4. Insurance: Detailed insurance requirements for high-risk services
5. Anti-Bribery and Corruption: Required for international services or public sector contracts
6. Environmental and Social Responsibility: Include when sustainability or social impact is important
7. Subcontracting: Include when service provider may use subcontractors
8. Change Control: Required for complex services likely to need regular updates
1. Service Description: Detailed technical and operational description of services
2. Service Levels and KPIs: Detailed metrics, measurement methods, and reporting requirements
3. Charges: Detailed pricing, rate cards, and payment calculations
4. Customer Dependencies: Detailed customer obligations and requirements
5. Security Requirements: Detailed security policies and procedures
6. GDPR Processing Agreement: Mandatory data processing terms under GDPR
7. Business Continuity Plan: Detailed continuity and recovery procedures
8. Exit Plan: Detailed transition and handover procedures
9. Governance Procedures: Detailed management and escalation procedures
10. Form of Reports: Templates and formats for required reporting
11. Approved Subcontractors: List of pre-approved subcontractors if applicable
Relevant legal definitions
Acceptance Criteria
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Performance Indicators
Key Personnel
Maintenance Window
Material Breach
Milestone
Notice
Personal Data
Personnel
Planned Maintenance
Processing
Project Plan
Regulatory Requirements
Renewal Term
Reports
Service Credits
Service Levels
Services
Service Provider
Service Provider System
SLA
Specifications
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Plan
Working Hours
Affiliate
Agreement
Applicable Law
Authorized Representative
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Customer
Customer Data
Customer Dependencies
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Disaster Recovery Plan
Dispute Resolution Procedure
Documentation
Effective Date
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Initial Term
Intellectual Property Rights
Key Performance Indicators
Key Personnel
Maintenance Window
Material Breach
Milestone
Notice
Personal Data
Personnel
Planned Maintenance
Processing
Project Plan
Regulatory Requirements
Renewal Term
Reports
Service Credits
Service Levels
Services
Service Provider
Service Provider System
SLA
Specifications
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Plan
Working Hours
Clauses
Interpretation
Appointment
Term and Duration
Services Scope
Service Levels
Performance Management
Customer Obligations
Provider Obligations
Acceptance Testing
Change Control
Charges and Payment
Invoicing
Governance
Audit Rights
Record Keeping
Data Protection
Information Security
Confidentiality
Intellectual Property
Personnel
Key Personnel
Subcontracting
Non-Solicitation
Insurance
Liability
Indemnification
Force Majeure
Business Continuity
Disaster Recovery
Regulatory Compliance
Anti-Bribery
Modern Slavery
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Assignment
Notices
Severability
Entire Agreement
Governing Law
Jurisdiction
Appointment
Term and Duration
Services Scope
Service Levels
Performance Management
Customer Obligations
Provider Obligations
Acceptance Testing
Change Control
Charges and Payment
Invoicing
Governance
Audit Rights
Record Keeping
Data Protection
Information Security
Confidentiality
Intellectual Property
Personnel
Key Personnel
Subcontracting
Non-Solicitation
Insurance
Liability
Indemnification
Force Majeure
Business Continuity
Disaster Recovery
Regulatory Compliance
Anti-Bribery
Modern Slavery
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Assignment
Notices
Severability
Entire Agreement
Governing Law
Jurisdiction
Relevant Industries
Information Technology
Financial Services
Healthcare
Manufacturing
Retail
Telecommunications
Professional Services
Energy and Utilities
Transportation and Logistics
Public Sector
Relevant Teams
Legal
Procurement
Operations
Information Technology
Compliance
Risk Management
Finance
Vendor Management
Project Management
Commercial
Business Operations
Information Security
Relevant Roles
Chief Operating Officer
Head of Legal
Procurement Manager
IT Director
Operations Manager
Contract Manager
Compliance Officer
Risk Manager
Service Delivery Manager
Legal Counsel
Commercial Director
Chief Information Officer
Vendor Management Officer
Chief Financial Officer
Project Manager
Business Unit Director
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