It Outsourcing Contract Sample
“Affiliate” shall mean,with respect to a Party, any entity controlling, controlled by orunder common control with, such Party. ARTICLE III SERVICES.Section 3.1 Generally.Subject to the time periods forcertain Required Services set forth on Exhibit B, during the Term,OUTSOURCER shall be responsible for providing to CLIENT theRequired Services as specified on Exhibit A and such additionalChange in Scope of Services that may be from time to time mutuallyagreed upon in writing among the Parties in the manner set forth inSection 3.2. The responsibilities of CLIENT with respect tothe Required Services are set forth on Exhibit D.Section 3.2 Change in Scope ofServices.CLIENT may from time to time duringthe Term request (1) on going additions or changes to the scope ofthe individual component tasks included in the Required Servicesand/or (2) new or additional on going services, collectively a“Change in Scope of Services”. Obligations under thisAgreement without such work around.
Upon the implementationof such work around, the Parties shall, if applicable, agree uponand implement an equitable adjustment to the Fees.Section 3.8 Non-Solicitation.Except as otherwise expresslyprovided in this Agreement or with OUTSOURCER’s prior writtenconsent, during the Term and for two years after termination orexpiration of this Agreement, CLIENT agrees not to solicit or hireany of OUTSOURCER’s or its Affiliates’ andcontractors’, partners, employees and agents that becomeknown to CLIENT as a result of the Services provided under thisAgreement. Except as otherwise expressly provided in thisAgreement or with CLIENT’s prior written consent, during theTerm of this Agreement and for two years after termination orexpiration of this Agreement, OUTSOURCER agrees not to solicit orhire any of CLIENT’s, or its Affiliates’ andcontractors’, partners, employees and agents that becomeknown to OUTSOURCER as a result of providing the Services underthis Agreement. ARTICLE V SERVICELEVELS.Section 5.1 ServiceLevels.As of the Effective Date, OUTSOURCERshall perform the Services in accordance with generally acceptedindustry standards and in accordance with the specifications andrepresentations made in this Agreement, including the ServiceLevels set forth in Exhibit B.Section 5.2 Adjustment of ServiceLevels.Either Party may, at any time uponnotice to the other Party, initiate negotiations to review and,upon agreement by the Management Committee (See Section 7.1),adjust any Service Level which such Party in good faith believes isinappropriate at the time. ARTICLE VI PROJECT TEAM.Section 6.1 OUTSOURCER ContractExecutive.OUTSOURCER shall appoint anindividual (the “OUTSOURCER Contract Executive”) anddesignate his/her backup who from the Agreement Date shall serve asthe primary OUTSOURCER representative under this Agreement.OUTSOURCER’s appointment of any OUTSOURCER Contract Executiveshall be subject to CLIENT’s reasonable approval.
TheOUTSOURCER Contract Executive shall (1) have overall responsibilityfor managing and coordinating the performance of OUTSOURCER’sobligations under this Agreement and (2) be authorized to act forand on behalf of OUTSOURCER with respect to all matters relating tothis Agreement. CLIENT may rely upon the representations andagreements of the OUTSOURCER Contract Executive as lawfully bindingon the OUTSOURCER; provided, however, the OUTSOURCER ContractExecutive shall not have the authority to enter into writtenagreements to modify or supersede this Agreement, except to theextent this Agreement is modified by Change Orders executed by theOUTSOURCER Contract Executive.Section 6.2 Subcontractors. (a) OUTSOURCER shallhave the right at its sole discretion to use subcontractors toassist OUTSOURCER in performing work related to the Services,subject, however, to such subcontractor(s) entering intoappropriate agreements requiring such subcontractor(s) to adhere tothe HIPAA, confidentiality and non-disclosure provisions of thisAgreement.
(b) OUTSOURCER shallbe responsible for the work and activities of each of itssubcontractors, including compliance with the terms of thisAgreement. OUTSOURCER shall be responsible for all paymentsto its subcontractors.ARTICLE VII MANAGEMENT ANDCONTROL.Section 7.1 ManagementCommittee.Upon execution of this Agreement,the CLIENT and the OUTSOURCER shall each appoint tworepresentatives to serve on a management committee (the“Management Committee”).
The Management Committeeshall be authorized and responsible for (1) overseeing theprovision of the Services and each Party’s performance underthis Agreement and (2) monitoring and resolving disagreementsregarding the provision of the Services and the Service Levels andeach Party’s performance under this Agreement. A Partymay change any of its representatives on the Management Committeeupon notice to the other Party.14. ARTICLE VIII INTELLECTUAL PROPERTYRIGHTS.Section 8.1 OUTSOURCER IntellectualProperty. (a) For purposes ofthis Agreement, “OUTSOURCER Intellectual Property”shall mean all software or other intellectual property (includingany writings, discoveries, inventions or other materials covered byany rights of copyright, trademark or patent or any rights similarthereto, whether registered or unregistered, or otherwiseprotectible as trade secret, proprietary or confidentialinformation) owned or developed by, or otherwise proprietary to,OUTSOURCER. OUTSOURCER Intellectual Property shall alsoinclude all programs and documentation therefor and the tangiblemedia on which such programs are recorded, as well as all reports,technology, training materials, forms, specifications, and otherintellectual property owned or developed by or proprietary toOUTSOURCER, for use in providing the Services hereunder orotherwise in its business. (b) Subject toSection 18.2(e)(ii), all OUTSOURCER Intellectual Property is andwill remain the property and confidential information of OUTSOURCERor its third party licensors, and CLIENT shall have no right, titleor interest therein except to the extent of such limited right touse such particular portions thereof as are necessary to enable theParties to perform their respective obligations hereunder or exceptas may otherwise be provided in any separate licenseagreements.
No use of OUTSOURCER Intellectual Property at orin connection with any Service Location or equipment containingOUTSOURCER Intellectual Property shall confer any rights in suchOUTSOURCER Intellectual Property on CLIENT.Section 8.2 CLIENT IntellectualProperty. (a) For purposes ofthis Agreement, “CLIENT Intellectual Property” shallmean all software or other intellectual property (including anywritings, discoveries, inventions or other materials covered by anyrights of copyright, trademark or patent or any rights similarthereto, whether registered or unregistered, or otherwiseprotectible as trade secret, proprietary or confidentialinformation) owned or developed by, or otherwise proprietary to,CLIENT. CLIENT Intellectual Property shall also include allprograms and documentation therefore and the tangible media onwhich such programs are recorded, as well as all reports,technology, training materials, forms, specifications, and otherintellectual property owned or developed by or proprietary toCLIENT. (b) All CLIENTIntellectual Property is and will remain the property andconfidential information of CLIENT or its third party licensors,and OUTSOURCER shall have no right, title or interest thereinexcept to the extent of such limited right to use such particularportions thereof as are necessary to enable the Parties to performtheir respective obligations hereunder or except as may otherwisebe provided in any separate license agreements.
No use ofCLIENT Intellectual Property at or in connection with any ServiceLocation or equipment containing CLIENT Intellectual15. Property shall confer anyrights in such CLIENT Intellectual Property onOUTSOURCER.(c) CLIENTIntellectual property will include processes that CLIENT andOUTSOURCER agree are CLIENT proprietary processes. CLIENTfrom time to time will request OUTSOURCER to consider processesproprietary. Such requests will be in writing.OUTSOURCER will evidence its consent in writing. Such consentwill not be unreasonably withheld. To the extent there is adisagreement between CLIENT and OUTSOURCER regarding proprietaryprocesses, disputes will be processed in accordance with Article VIDispute Resolution.ARTICLE IXSection 9.1 Improvements.Each Party shall communicate to theother party any Improvements (defined below) which that Party makesduring the term of this Agreement to the CLIENT IntellectualProperty or the OUTSOURCER Intellectual Property as it applies tothe Services promptly after the Party has substantially completedeach such Improvement.
Outsourcing Services Agreement
Any Improvements to the CLIENTIntellectual Property shall belong to and be the sole property ofthe CLIENT, irrespective of whether developed by CLIENT orOUTSOURCER, and any Improvements to the OUTSOURCER IntellectualProperty shall belong to and be the sole property of OUTSOURCER,irrespective of whether developed by OUTSOURCER or CLIENT, and eachParty shall execute such consents and assignments as may benecessary to effectuate the transfer of the ownership of suchImprovements as contemplated herein. Subject to Section18.2(e)(ii), each Party hereby grants the other party, while thisAgreement is in effect, a nonexclusive license to use theImprovements of the CLIENT Intellectual Property or the OUTSOURCERIntellectual Property, as the case may be, solely in connectionwith the Services and the performance of this Agreement. ARTICLE X DATA ANDREPORTS.Section 10.1 Ownership of CLIENTData.All CLIENT Data is, or will be, andshall remain the property of CLIENT. Performance of thoseobligations affected by the Force Majeure Event for as long as suchForce Majeure Event continues and such Party continues to use itscommercially reasonable efforts to recommence performance wheneverand to whatever extent possible without delay, including throughthe use of alternate sources, work around plans or othermeans. (b) The Party whoseperformance is prevented, hindered or delayed by a Force MajeureEvent (“the Notifying Party”) shall immediately notifythe other Party by telephone (or other means as may be available iftelecommunication is unavailable), to be confirmed in writingwithin 24 hours of the occurrence of the Force Majeure Event anddescribe in reasonable detail the nature of the Force Majeure Eventand the Notifying Party shall be excused from any furtherperformance of those of its obligations affected by the ForceMajeure Event until normal performance can berecommenced. (c) The occurrence ofa Force Majeure Event does not limit or otherwise affectOUTSOURCER’s obligation to provide either normal disasterrecovery procedures or any other disaster recovery servicesdescribed in Section 11.1.Section 11.3 Service LevelAdjustment.Upon the occurrence of a ForceMajeure Event, CLIENT acknowledges and agrees that the ServiceLevels will need to be adjusted for a period of time to account forthe Services affected by the Force Majeure Event. The Partiesagree to negotiate in good faith to determine a time frame and planfor lowering the Service Levels during the pendency of such ForceMajeure Event.
Contracts Outsourcing Law
In the event that the Parties are unable toagree on such adjusted Service Levels, the matter shall be resolvedthrough the dispute resolution process set forth in ArticleXVII.ARTICLE XII PAYMENTS TOOUTSOURCER.Section 12.1 Fees.In consideration of OUTSOURCERproviding the Services, CLIENT shall pay to OUTSOURCER theFees. OUTSOURCER’s invoicing calculation(s), priceelements and price data shall be provided to CLIENT in sufficientdetail to substantiate calculation of the Fees charged toCLIENT. Except as expressly set forth in this Agreement,there shall be no charge or fees payable by CLIENT in respect ofOUTSOURCER’s performance of its obligations pursuant to thisAgreement.Section 12.2 Adjustment to Fees, Servicesand Service Levels.The Fees, Services and ServiceLevels are based on Assumptions that the Parties believe fairlyrepresent the current conditions under which the Services will bedelivered during the Term. Starting one year after the EffectiveDate and annually thereafter, the Parties agree to compare actualresults for the year just ended against the18. Assumptions presented on Exhibit F. Each timethe actual results vary from the Assumptions by more than 10%, theParties agree to negotiate in good faith to define and mutuallyagree upon adjustments to Fees, Services and Service Levels thatshall be consistent with the intent of the Parties.
It Outsourcing Contract Sample Doc
An outsourcing agreement is a document used when a company or individual (“Client”) decides to use an outside source for a business service (“Outsourcer”). A technology company may outsource their customer support call center to a call center company in another state or country, and would use this type of agreement. Businesses that need to collect funds from past due clients often use these documents when hiring a company to outsource the collection process.The document would contain a description of the service being performed by the outsourcer, and the terms and conditions both parties must meet. A beginning and an end date for the services, as well as the options to renew The document might contain confidential information regarding the company's product, therefore, the outsourcer may sign a confidentiality agreement. Nvidia geforce gt 630m driver.
The agreement may contain information regarding the commission per service the outsourcer will receive from the client upon services rendered, as well as any potential quota the client would like the outsourcer to meet. A payment schedule may be included, with any potential late charges if payment is overdue.The client may include language concerning their ability to waive any liabilities resulting from the actions of the outsourcer, as well as an indemnity clause. Deadlines, reports, taxes, fees, and how to handle costs of the outsourcing process may also be present in the document. The outsourcing agreement will also contain what state's or locality's governing law it shall follow, plus clauses for both parties' right to termination.