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Outsourcing Services Agreement

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					An Outsourcing Services Agreement is an agreement between a company that wants to
outsource services or functions of its processes to an independent service provider. An
outsourcing service agreement is used to spell out specifics such as the details of
services to be performed by the service provider, level of performance needed,
milestones and deliverables, payments and tax treatments, issues such as security,
confidential information and client data protection, conflict of interest, and other
regulatory and governmental compliances, and ownership of proprietary information.
This agreement contains standard terms and conditions, but additional language may
be added by the user. Use this agreement when a company wants to outsource work to
an independent service provider.
                    OUTSOURCING SERVICES AGREEMENT
        This Outsourcing Services Agreement (this “Agreement”) is hereby made and entered
into on this ______________ day of __________, 20___ (the “Effective Date”) by and between
_____________________ with its principal place of business at _________________ (“Client”)
and     _____________________       with   its    principal    place   of    business    at
____________________________ (“Outsourcer”) (each, a “Party,” and collectively, the
“Parties”).

            WHEREAS, Client desires to hire Outsourcer to perform outsourced services; and

         WHEREAS, Outsourcer desires to be hired by Client to perform such services
regarding [Insert a general description of the services to be performed] (the “Requested
Services”), as an independent contractor, pursuant to the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the terms and conditions set forth below and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agrees as follows:

I.       PURPOSE

1.1     Client has the need to outsource its Requested Services to a service provider that is
experienced and qualified to provide such Requested Services to Client. Therefore, Client agrees
to hire Outsourcer as an independent contractor to perform the Requested Services described in
the Statement of Work (“SOW”) attached hereto as Exhibit “A” and incorporated herein by
reference.

II.      TERM

2.1     The term of this Agreement (“Term”) shall commence on the Effective Date and continue
with full effect for __ (__) years unless terminated earlier pursuant to Section XVIII of this
Agreement. This Agreement will automatically be extended for ____ (__) additional term(s) of
_____ (__) year each unless one of Outsourcer or Client otherwise gives written notice to the
other at least ____ (___) days prior to the expiration of the Term or any subsequent term.

III.     SERVICES

3.1      As requested by Client during the Term of this Agreement, Outsourcer shall be
responsible for providing to Client the Requested Services and such additional change in SOW
that may be mutually agreed upon in writing by the Parties. The responsibilities of Client with
respect to the Requested Services are set forth in Exhibit “B” attached hereto and incorporated
by reference herein. If there is a conflict between this Agreement and any SOW, then: (a) unless
such SOW otherwise expressly provides that it is intended to modify the terms of this Agreement
or (b) except as otherwise set forth herein, the terms of this Agreement shall control. Each SOW
shall include a full and complete description of the Requested Services to be performed, the
Deliverables, documentation or other materials to be produced or provided to Client, the


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schedule for delivery and completion of each of the foregoing, the applicable fixed price or time
and materials charges, the payments (if any) due upon Client’s acceptance of Deliverables in
accordance with the terms of this Agreement, information on any individuals designated to
perform Requested Services or other work pursuant to the SOW, and such additional information
as the Parties agree upon. Outsourcer shall negotiate in good faith regarding any new SOW that
is requested by Client. For purposes of this Agreement, “Deliverables” shall mean, collectively:
(a) any material(s) that are described as “Deliverables” herein or in any SOW and (b) any other
material(s) prepared by or on behalf of Outsourcer in the course of performing the Requested
Services.

IV.      PERFORMANCE OF SERVICES

4.1     Outsourcer shall, to the best of its ability, render the Required Services in a timely and
professional manner consistent with industry standards, on or before the completion dates set
forth in the applicable SOW(s). The Parties shall cooperate in good faith to agree upon the terms
and conditions upon which Outsourcer may perform any additional services.

4.2     Outsourcer shall observe and make commercial
				
DOCUMENT INFO
Description: An Outsourcing Services Agreement is an agreement between a company that wants to outsource services or functions of its processes to an independent service provider. An outsourcing service agreement is used to spell out specifics such as the details of services to be performed by the service provider, level of performance needed, milestones and deliverables, payments and tax treatments, issues such as security, confidential information and client data protection, conflict of interest, and other regulatory and governmental compliances, and ownership of proprietary information. This agreement contains standard terms and conditions, but additional language may be added by the user. Use this agreement when a company wants to outsource work to an independent service provider.
This document is also part of a package Software Development Starter Kit 17 Documents Included