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Outsourcing Service Agreement Template for United States

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Key Requirements PROMPT example:

Outsourcing Service Agreement

"I need an Outsourcing Service Agreement for my software development company to engage an offshore IT service provider in India, with specific focus on data protection, IP rights, and service level requirements for a project starting March 2025."

Document background
The Outsourcing Service Agreement is designed for businesses operating in the United States that wish to engage external service providers for specific business functions or services. This agreement is essential when a company decides to delegate certain operations, processes, or services to a specialized third-party provider while maintaining control over quality and delivery standards. It addresses key aspects required under U.S. federal and state laws, including service specifications, performance metrics, data protection, intellectual property rights, and regulatory compliance. The document is particularly relevant in today's business environment where companies increasingly rely on external expertise and resources to optimize operations, reduce costs, or access specialized capabilities. It includes provisions for both traditional outsourcing arrangements and modern service delivery models, incorporating requirements for digital services, data security, and remote delivery capabilities.
Suggested Sections

1. Parties: Identification of contracting parties and their registered offices

2. Background: Context of the agreement and high-level business objectives

3. Definitions: Defined terms used throughout the agreement

4. Services: Detailed description of services to be provided and service standards

5. Term and Termination: Duration of agreement, renewal terms, and termination rights

6. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions

7. Service Provider Obligations: Key responsibilities and commitments of the service provider

8. Customer Obligations: Key responsibilities and commitments of the customer

9. Service Levels: Performance metrics, measurement, and remedies for failure

10. Governance and Change Control: Management structure, reporting, and process for changes

11. Intellectual Property Rights: Ownership and licenses of pre-existing and created IP

12. Confidentiality: Protection and handling of confidential information

13. Data Protection: Compliance with data protection laws and data security requirements

14. Liability and Insurance: Limitation of liability, indemnities, and insurance requirements

15. Force Majeure: Provisions for handling events beyond reasonable control

16. General Provisions: Standard boilerplate clauses including notices, assignment, etc.

Optional Sections

1. Regulatory Compliance: Required for regulated industries like financial services or healthcare

2. International Service Delivery: Include when services are provided across multiple jurisdictions

3. Equipment and Systems: Required when provider supplies or maintains physical equipment

4. Staff and Key Personnel: Include when specific personnel are crucial to service delivery

5. Business Continuity: Required for critical services or regulated industries

6. Security Requirements: Include when handling sensitive data or accessing customer systems

7. Transfer of Assets: Required when physical or IT assets are being transferred

8. Environmental Requirements: Include for services with environmental impact or compliance needs

9. Benchmarking: Include when market comparison of services/pricing is required

10. Parent Company Guarantee: Include when financial backing from parent company is required

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services to be provided

2. Schedule 2 - Service Levels: Detailed service level requirements and measurement

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

4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements

5. Schedule 5 - Governance: Detailed governance procedures and escalation process

6. Schedule 6 - Security Requirements: Detailed security policies and procedures

7. Schedule 7 - Data Processing Agreement: Detailed data protection terms and requirements

8. Schedule 8 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures

9. Schedule 9 - Exit Plan: Detailed termination assistance and transition requirements

10. Schedule 10 - Form of Change Order: Template for documenting agreed changes to services

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















































Clauses












































Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Telecommunications

Professional Services

Energy

Transportation

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Operations

Information Technology

Finance

Risk & Compliance

Vendor Management

Project Management Office

Commercial

Security

Relevant Roles

Chief Operating Officer

Chief Information Officer

Procurement Manager

Legal Counsel

Contract Manager

Vendor Relations Manager

Operations Director

IT Director

Risk Manager

Compliance Officer

Project Manager

Service Delivery Manager

Chief Financial Officer

Commercial Director

Business Unit Head

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

Find the exact document you need

Outsourcing Service Agreement

A U.S. law-governed agreement establishing terms for outsourced service delivery, including scope, standards, pricing, and compliance requirements.

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