Outsourcing Services Agreement

Office Lease Agreement OUTSOURCING SERVICES AGREEMENT An outsourcing services agreement is an agreement between a company or business who wants to outsource services or functions of its processes and an outsourcing 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, ownership of proprietary information, events of defaults and addressing dispute resolution mechanism, training, backup and contingency etc. An outsourcing agreement also has an important aspect known as the „service level agreement‟ which sets out the boundary of the functions to be provided by the service provider, the metrics to address these, and what level of performance is needed. Office Lease Agreement OUTSOURCING SERVICES AGREEMENT This Outsourcing Services Agreement is made and entered into, as of February 22, 2008 (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 OUTSOURCER desires to be hired by CLIENT to perform such services regarding ___________________________ (the "Required Services") as an independent contractor according 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: 1. Purpose CLIENT has the need for outsourcing its bookkeeping and accounting practices and desires to engage a provider for such Services. OUTSOURCER has represented itself as experienced and qualified to provide such Services to CLIENT. Therefore, CLIENT agrees to hire OUTSOURCER as an independent contractor to perform the professional services described in the Statement of Work attached hereto as Exhibit A. 2. Term. The term of this Agreement (the “Term”) shall commence from the Effective Date and continue with full effect for __years unless terminated earlier pursuant to Clause ___. This Agreement will automatically be extended for two additional terms of 12 months each unless OUTSOURCER or CLIENT gives written notice to the other at least 180 days prior to the expiration of the Term or any subsequent term. 3. SERVICES. From time to time during the Term of this Agreement, OUTSOURCER shall be responsible for providing to CLIENT the services (“Required Services”) as specified on Exhibit A (“Statement Office Lease Agreement of Work” or “SOW”) and such additional Change in Statement of Work that may be from time to time mutually agreed upon in writing among the Parties in the manner set forth in Clause 4.3. The responsibilities of CLIENT with respect to the Required Services are set forth on Exhibit D. If there is a conflict between this Agreement and any SOW, then (i) unless such SOW otherwise expressly provides that it is intended to modify the terms of this Agreement; or (ii) except as otherwise set forth herein, the terms of this Agreement will control. Each SOW will include a full and complete description of the Services (as defined below) to be performed, the Deliverables, documentation or other materials to be produced or provided to CLIENT , the schedule for delivery and completion of each of the foregoing, the applicable fixed price or time and material