Outsourcing services agreement

by Practical Law Commercial (based on an original by Iain Monaghan)

A standard document providing a framework for an outsourcing services agreement between a customer and a supplier. This standard document details the supply of services, including provisions for establishing service levels, monitoring performance and applying liquidated damages for non-compliance. A key focus is the management of personnel, with detailed clauses addressing the transfer of employees under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) for both the commencement and exit phases of the arrangement. It also covers data protection compliance under the UK General Data Protection Regulation (UK GDPR), the ownership and licensing of intellectual property rights and confidentiality obligations. The agreement incorporates risk management tools, including a limitation of liability clause, insurance requirements and a formal change control process. It also addresses business continuity through a disaster recovery plan and outlines a structured approach to contract termination and service transition with an exit management plan, designed for first-generation outsourcing.