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.
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 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 materials charges, the payments (if any) due on CLIENT ’s acceptance of Deliverables in accordance with the terms of this Agreement, information on any individuals designated to perform Required 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 hereunder. 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 Required Services. 4. PERFORMANCE OF SERVICES. 4.1 Generally. OUTSOURCER shall, to the best of its ability, render the services set forth in the SOW(s) (the “Required Services”) in a timely and professional manner consistent with industry standards, by the completion dates set forth in the applicable SOW(s) and in accordance with this Agreement and any terms set forth in the applicable SOW(s), including timely delivery of any Deliverables. The parties shall cooperate in good faith to agree upon and implement any further services and Deliverables as may be requested by CLIENTCLIENT relating to any project described in an SOW. 4.2 Policies, Procedures and Standards. OUTSOURCER shall observe and make commercially reasonable efforts to comply with all CLIENT security procedures, rules, regulations, policies (as such are provided in writing to OUTSOURCER ), working hours and holiday schedules and will use reasonable efforts to minimize any disruption to CLIENT ’s normal business operations. OUTSOURCER shall make commercially reasonable efforts to comply with all CLIENT information security policies, standards and guidelines (as such are provided to OUTSOURCER in writing) while using CLIENT’s systems, networks and applications, and when communicating with CLIENT via email and/or over the Internet in the course of performing Services and shall notify CLIENT of any situation that will or is reasonably likely to put CLIENT systems, networks or applications at risk. 4.3 Changes in Scope. CLIENT may from time to time during the Term of this Agreement request (1) ongoing additions or changes to the scope of the individual component tasks included in the Required Services and/or (2) new or additional ongoing services, collectively a “Change in SOW”. Within 15 business days of receipt of such a request from CLIENT, if OUTSOURCER elects to perform such Change in SOW, OUTSOURCER shall provide CLIENT with a written response (a “Change Order”) detailing the tasks to be performed to accomplish the proposed changes in scope and/or services set forth in such Change Request, as well as any changes in the Charges that may arise therefrom. Each Change Order shall be in a format substantially similar to that of the Sample Change Order attached hereto as Exhibit B. OUTSOURCER shall use reasonable efforts to accommodate each Change Request, at rates no greater than the applicable rates, if any, set forth in the SOW to which such Change Request applies. Either party, in its sole discretion, reserves the right to accept, modify, or reject any or all Change Orders or Change Order requests received from the other party. No Change Order shall bind either party unless and until both parties have accepted the terms and conditions of such Change Order in writing, in which event the terms and conditions of such Change Order shall be deemed an amendment to the applicable SOW. 4.4 Service Locations. The Services shall be provided at the OUTSOURCER Service Locations; provided, however, OUTSOURCER, upon written notice to CLIENT, may provide Services from Additional OUTSOURCER Service Locations at its sole discretion at no additional cost to CLIENT. “Service Location” shall mean the CLIENT Service Location, the OUTSOURCER Service Location or any Additional OUTSOURCER Service Location. 4.5 Provision of Technology. In connection with the provision of the Services hereunder, during the Term, the OUTSOURCER shall: _________________________________________________(Mention about the custom technology needed to be installed and used for the Required Services, which latest versions have been used, what necessary approvals and licenses have been obtained and yet to obtained, and if the cost of such technology is to be borne entirely by one party) 4.6 Compliance with Laws and Regulations. The Parties agree to comply with all applicable federal and state laws and/or regulations regarding the ________________________________________________________________(Mention all those legal provisions, regulations at federal, state and local level that OUTSOURCER needs to comply with and if applicable what technology has been adopted to comply with those). 4.7 Changes in Law and Regulations. (a) OUTSOURCER and CLIENT shall work together to identify the impact of any legislative enactments and regulatory requirements that may relate to how CLIENT uses, and OUTSOURCER delivers, the Required Services. OUTSOURCER shall be responsible for any fines and penalties arising from any noncompliance by OUTSOURCER or its agents with the laws relating to the delivery of the Required Services, to the extent that such noncompliance was not caused by CLIENT. CLIENT shall be responsible for any fines and penalties arising from any noncompliance by CLIENT with the laws relating to its use of the Services, to the extent that such noncompliance was not caused by OUTSOURCER or its agents. (b) OUTSOURCER shall use commercially reasonable efforts to perform the Required Services regardless of changes in legislative enactments or regulatory requirements. If such changes prevent OUTSOURCER from performing its obligations under this Agreement, OUTSOURCER shall develop and, upon CLIENT’s approval, implement a suitable work around until such time as OUTSOURCER can perform its obligations under this Agreement without such work around. Upon the implementation of such work around, the Parties shall, if applicable, agree upon and implement an equitable adjustment to the Fees. 5. CLIENT RESPONSIBILITIES. In addition to any specific obligations for which CLIENT set forth in Exhibit D, CLIENT shall perform the following responsibilities during the Term of this Agreement. 5.1 CLIENT Representative. CLIENT shall appoint an individual (“CLIENT Representative”) who from the Effective Date shall serve as the primary CLIENT representative under this Agreement. CLIENT Representative (1) have overall responsibility for managing and coordinating the performance of CLIENT’s obligations under this Agreement, (2) be authorized to act for and on behalf of CLIENT with respect to all matters relating to this Agreement, (3) define and communicate the CLIENT’s business priorities to OUTSOURCER, (4) make timely decisions that would impact the OUTSOURCER’S ability to perform under this Agreement; and (5) facilitate the implementation of this Agreement throughout CLIENT’s entire organization. OUTSOURCER may rely upon the representations and agreements of the CLIENT Representative as lawfully binding on the CLIENT; provided, however, the CLIENT Representative shall not have the authority to enter into written agreements to modify or supersede this Agreement. 6. SERVICE LEVELS. 6.1 Service Levels. As of the Effective Date, OUTSOURCER shall perform the Services in accordance with generally accepted industry standards and in accordance with the specifications and representations made in this Agreement, including the Service Levels set forth in Exhibit C. 6.2 Adjustment of Service Levels. Either Party may, at any time upon notice to the other Party, initiate negotiations to review and, upon agreement by the CLIENT’s Management, adjust any Service Level which such Party in good faith believes is inappropriate at the time. Any decision by the Management to adjust any Service Level must be made by a vote that includes the affirmative vote of at least one representative of each Party. 6.3 Problem Analysis. Within ___ days of receipt of a notice from CLIENT with respect to OUTSOURCER’S failure to provide the Services in accordance with the Service Levels, OUTSOURCER shall (1) initiate a problem analysis to identify the cause of such failure, (2) provide CLIENT with a report detailing the cause of, and procedure for correcting, such failure, (3) develop a plan to correct such failure, and (4) provide CLIENT with assurance satisfactory to CLIENT that such failure will not recur after the procedure has been completed. Failure to cure the service level deficiencies within 30 (thirty) days of notice would cause the termination of this Agreement. 6.4 Measurement and Monitoring Tools. OUTSOURCER shall implement the necessary measurement and monitoring tools and procedures required to measure and report OUTSOURCER’S performance of the Services against the applicable Service Levels. Such measurement and monitoring shall permit reporting at a level of detail sufficient to verify compliance with the Service Levels and shall be subject to audit by CLIENT in the manner set forth in Clause 17. OUTSOURCER shall provide CLIENT and CLIENT Agents with reasonable amounts of information and access to such tools and procedures upon request, for verification purposes. OUTSOURCER shall measure and report its performance against the Service Levels each month, by the 10th business day of the following month. Measurements of availability shall exclude scheduled downtime, delays in processing schedules requested by or caused by CLIENT, and unscheduled downtime to the extent attributable to Force Majeure Events, or the acts or omissions of CLIENT or its employees, agents, third-party contractors, and suppliers. OUTSOURCER shall meet with CLIENT's Representative at least quarterly to review OUTSOURCER’S actual performance against the Service Levels and shall recommend remedial actions to resolve performance deficiencies. 6.5 Continuous Improvement and Best Practices. OUTSOURCER shall: (1) on a continuous basis, as part of its total quality management process, identify, as appropriate, ways to improve the Service Levels; and (2) identify and apply proven techniques and tools from other installations within its operations that would benefit CLIENT either operationally or financially. Service Levels shall be adjusted by written agreement of the Parties from time to time, but not less frequently than at the end of each anniversary of the Effective Date, to be made higher or more stringent so as to reflect changes in technology, competition , changes in CLIENT’s business and environment, and other changes in circumstances. 6.6 Temporary Suspension of Service Levels. In the event, and to the extent, that OUTSOURCER fails to meet a specific Service Level as a consequence of material errors or omissions of CLIENT or its employees, contractors, or agents, such Service Levels will be temporarily suspended for such reasonable amount of time as is necessary for OUTSOURCER to return to compliance, provided that OUTSOURCER shall use its best efforts to return to compliance. OUTSOURCER shall
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