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Outsourcing Agreement

Outsourcing Agreement Template for Netherlands

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Key Requirements PROMPT example:

Outsourcing Agreement

"I need an Outsourcing Agreement for an IT services provider to manage our company's entire technology infrastructure and cloud services, including handling sensitive customer data, with service commencement planned for March 2025."

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Document background
This Outsourcing Agreement template is designed for use under Dutch law when an organization wishes to engage an external service provider to perform specific business functions or services. The document is particularly relevant in today's business environment where companies increasingly focus on core competencies while outsourcing non-core functions to specialized providers. It incorporates essential elements required by Dutch civil law and EU regulations, including GDPR compliance provisions, employee protection measures, and sector-specific regulatory requirements where applicable. The agreement is structured to protect both parties' interests while ensuring clear service definitions, performance metrics, and risk allocation. It includes comprehensive provisions for service delivery, governance, data protection, intellectual property rights, and exit management, making it suitable for complex outsourcing arrangements across various industries.
Suggested Sections

1. Parties: Identification of contracting parties with full legal names and addresses

2. Background: Context of the agreement, business rationale, and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Services: Overview of services to be provided, with detailed specifications in schedules

5. Service Levels: Key performance indicators, measurement methods, and remedies for failure

6. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and price adjustment mechanisms

7. Personnel and Resources: Requirements for staff, qualifications, and key personnel provisions

8. Governance and Change Management: Contract management structure, reporting requirements, and change control procedures

9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements

10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Term and Termination: Duration, renewal options, and termination rights

15. Exit Management: Transition assistance and knowledge transfer upon termination

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Regulatory Compliance: Required for regulated industries (e.g., financial services, healthcare) to address specific regulatory requirements

2. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data

3. Environmental Requirements: Include when environmental impact is relevant to services

4. Social Responsibility and Ethics: Include when corporate social responsibility is a key concern

5. Information Security Management: Detailed section required when handling sensitive information or for IT services

6. Subcontracting: Include when supplier likely to use subcontractors

7. Insurance: Detailed insurance requirements for high-risk services

8. Parent Company Guarantee: Include when supplier's financial strength is crucial

9. Anti-Bribery and Corruption: Required for international services or high-risk jurisdictions

10. Export Control: Include when services involve international data or goods transfer

Suggested Schedules

1. Schedule 1 - Service Descriptions: Detailed technical and operational specifications of services

2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and service credits

3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment calculations

4. Schedule 4 - Personnel: Key personnel, required qualifications, and transfer arrangements

5. Schedule 5 - Governance: Detailed governance procedures, escalation paths, and reporting requirements

6. Schedule 6 - Security Requirements: Technical and organizational security measures

7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms and requirements

8. Schedule 8 - Exit Plan: Detailed exit management and transition procedures

9. Schedule 9 - Form of Parent Company Guarantee: Standard form guarantee document

10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their roles

11. Appendix A - Technical Requirements: Detailed technical specifications and requirements

12. Appendix B - Change Control Procedure: Detailed process for managing changes to services or agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions































































Clauses










































Relevant Industries

Information Technology

Financial Services

Manufacturing

Healthcare

Telecommunications

Professional Services

Retail

Energy

Transportation

Logistics

Real Estate

Education

Relevant Teams

Legal

Procurement

Operations

Information Technology

Finance

Risk & Compliance

Human Resources

Commercial

Strategy

Project Management Office

Vendor Management

Service Delivery

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Chief Information Officer

Chief Technology Officer

Head of Procurement

Head of Legal

General Counsel

Commercial Director

Operations Director

IT Director

Procurement Manager

Contract Manager

Legal Counsel

Risk Manager

Compliance Officer

Project Manager

Vendor Manager

Operations Manager

Service Delivery Manager

Industries









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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