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IT Outsourcing Agreement

IT Outsourcing Agreement Template for Philippines

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Key Requirements PROMPT example:

IT Outsourcing Agreement

"I need an IT Outsourcing Agreement for my healthcare company in Manila, compliant with Philippine healthcare regulations and data privacy laws, to outsource our patient management system maintenance and support services starting March 2025."

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Document background
This IT Outsourcing Agreement is designed for organizations in the Philippines or those operating under Philippine jurisdiction who seek to engage external providers for their information technology services. The document is particularly relevant in today's digital transformation landscape where businesses increasingly rely on specialized IT service providers for efficiency and expertise. It addresses critical aspects required under Philippine law, including compliance with the Data Privacy Act of 2012, the E-commerce Act, and cybersecurity regulations. The agreement is structured to protect both parties' interests while ensuring clear service deliverables, performance metrics, and data protection protocols. It's especially useful for organizations looking to outsource various IT functions such as software development, infrastructure management, cloud services, or technical support, while maintaining compliance with local regulations.
Suggested Sections

1. Parties: Identifies the contracting parties - the service recipient (client) and service provider, including their complete legal names, addresses, and company registration details

2. Background: Outlines the context of the agreement, including the client's business needs and provider's expertise

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Services: Detailed description of IT services to be provided, including specific deliverables and exclusions

5. Service Levels: Defines performance metrics, quality standards, and measurement criteria for the services

6. Term and Termination: Specifies the duration of the agreement, renewal terms, and conditions for termination

7. Charges and Payment Terms: Details the fee structure, payment schedule, and any additional costs or expenses

8. Data Protection and Privacy: Obligations regarding data handling, privacy compliance, and security measures as per Philippine Data Privacy Act

9. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created IP

10. Confidentiality: Defines confidential information and obligations for its protection

11. Personnel and Resources: Requirements for staff qualifications, training, and resource allocation

12. Governance and Reporting: Establishes management structure, reporting requirements, and communication protocols

13. Warranties and Representations: Statements of assurance from both parties regarding capacity and capability

14. Liability and Indemnification: Limits of liability and obligations to indemnify for various scenarios

15. Force Majeure: Provisions for handling events beyond reasonable control

16. General Provisions: Standard legal clauses including notices, assignment, entire agreement, and governing law

Optional Sections

1. Transition Services: Details the process of transferring services from current provider or in-house team - include when there's an existing provider

2. Business Continuity and Disaster Recovery: Detailed procedures for maintaining service during disruptions - important for critical systems

3. Change Control: Procedures for managing changes to services or specifications - essential for complex or long-term agreements

4. Benchmarking: Provisions for comparing services and prices against market standards - useful for long-term contracts

5. Exit Management: Detailed procedures for service transition at contract end - important for complex services

6. Anti-Corruption and Compliance: Specific provisions regarding anti-bribery and regulatory compliance - essential for international arrangements

7. Parent Company Guarantee: Guarantee from provider's parent company - important when contracting with subsidiaries

8. Insurance Requirements: Detailed insurance obligations - important for high-value or high-risk services

Suggested Schedules

1. Schedule 1 - Service Descriptions: Detailed technical specifications of all services to be provided

2. Schedule 2 - Service Levels and KPIs: Comprehensive metrics, measurement methods, and penalties/rewards

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

4. Schedule 4 - Client Dependencies: Client obligations and prerequisites for service delivery

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

6. Schedule 6 - Approved Subcontractors: List of approved third-party providers and their roles

7. Schedule 7 - Data Processing Agreement: Detailed data handling procedures compliant with Philippine Data Privacy Act

8. Schedule 8 - Business Continuity Plan: Detailed procedures for maintaining service continuity

9. Schedule 9 - Transition Plan: Detailed timeline and responsibilities for service implementation

10. Schedule 10 - Exit Plan: Detailed procedures for contract termination and service transfer

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Criteria
Acceptance Tests
Affiliate
Agreement
Authorized Users
Background IP
Business Day
Business Hours
Change Control Procedure
Charges
Client Data
Client Materials
Client Systems
Commencement Date
Confidential Information
Contract Year
Critical Service Level
Data Privacy Act
Data Controller
Data Processor
Data Subject
Deliverables
Disaster Recovery Plan
Documentation
Emergency Maintenance
Exit Plan
Force Majeure Event
Good Industry Practice
Governance Body
Incident
Initial Term
Intellectual Property Rights
Key Personnel
Maintenance Window
Material Breach
Milestone
Personal Data
Privacy Laws
Project Plan
Provider Personnel
Provider Systems
Related Agreements
Resolution Time
Response Time
Schedule
Security Requirements
Service Credits
Service Levels
Services
Software
Specification
Subcontractor
Term
Transition Period
Transition Plan
Virus
Working Hours
Clauses
Interpretation
Term and Duration
Service Provision
Service Levels
Charges and Payment
Data Protection
Data Security
Intellectual Property Rights
Confidentiality
Personnel
Governance
Change Control
Audit Rights
Performance Monitoring
Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Business Continuity
Disaster Recovery
Dispute Resolution
Assignment and Subcontracting
Anti-Corruption
Regulatory Compliance
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Third Party Rights
Amendments
Counterparts
Relevant Industries

Technology

Banking and Finance

Healthcare

Manufacturing

Retail

Telecommunications

Insurance

Government and Public Sector

Education

E-commerce

Relevant Teams

Information Technology

Legal

Procurement

Operations

Finance

Risk and Compliance

Information Security

Vendor Management

Project Management

Data Protection

Relevant Roles

Chief Information Officer

IT Director

Chief Technology Officer

Procurement Manager

Legal Counsel

Contract Manager

Information Security Officer

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

Project Manager

Vendor Management Officer

Technology Manager

Data Protection Officer

Industries
Data Privacy Act of 2012 (Republic Act No. 10173): Protects personal information in information and communications systems. Critical for IT outsourcing as it governs data handling, transfer, and processing requirements.
Labor Code of the Philippines (Presidential Decree No. 442): Governs employment relationships and working conditions, relevant for defining service provider relationships and employee rights.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects intellectual property rights, including software, databases, and other IT-related innovations developed during the outsourcing relationship.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Provides legal framework for electronic transactions and recognizes electronic documents, crucial for digital contracts and services.
Cybercrime Prevention Act of 2012 (Republic Act No. 10175): Addresses cybersecurity concerns and data protection requirements in digital operations.
Civil Code of the Philippines (Republic Act No. 386): Provides the basic framework for contracts, obligations, and civil relations applicable to outsourcing agreements.
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and may apply if the IT services ultimately affect end-users or consumers.
Foreign Investment Act of 1991 (Republic Act No. 7042): Relevant if the outsourcing arrangement involves foreign service providers or investments in the Philippines.
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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