This Outsourcing Agreement has been drafted on the basis that the services being outsourced relate to IT or business process services.

Outsourcing can cover any or all IT system operations, some organisations choose to outsource their whole IT requirements. Complete outsourcing involves the transfer of the entire IT functions of a company, together with existing IT assets (such as equipment and software) and personnel, from the outsourcing company to the outsourcing supplier.

Businesses generally outsource their IT system operations in order to take advantage of the benefits that such arrangements provide such as: lower IT costs, ability to scale up operations as and when needed and expertise of the outsourcing company.

This IT Outsourcing Agreement template shall be used in relation to the outsourcing of IT services; it is structured as a contract between a client and a provider with the provider agreeing to take over the provision of IT services for the client and, managing the process of transferring IT services across and then delivering those services to the client. In addition this Agreement has been drafted on the basis that the services are being outsourced for the first time, it covers the transfer of the services and certain employees and assets from the client to the provider.

This IT Outsourcing Agreement is fully comprehensive and balanced, it clearly defines the full extent of the services that are to be delivered and for which the provider will be responsible.

 This IT Outsourcing Agreement contains the following clauses:

1. Definitions and Interpretations
2. Commencement and Duration
3. Services
4. Personnel
5. Termination Assistance
6. Client Obligations
7. Provider Obligations
8. Acceptance
9. Inspection 
10. Intellectual Property Rights
11. Chargesand Payment
12. Failure to Meet Service Level
13. Warranties
14. Liability
15. Insurance
16. Data Protection
17. Termination
18. Consequences of Termination
19. Confidentiality
20. Assignment and Subcontracting
21. Waiver and Variation
22. Severability
23. Relationship of the Parties
24. Non-Solicitation 
25. Third Party Rights 
26. Force Majeure
27. Notice
28. Change Control
29. Entire Agreement
30. Counterparts
31. Dispute Resolution
32. Mediation
33. Governing Law and Jurisdiction

SCHEDULE 1 - SERVICES

SCHEDULE 2 - REPRESENTATIVES

SCHEDULE 3 - IMPLEMENTATION PLAN

SCHEDULE 4 - CHARGES

SCHEDULE 5 - SERVICES LEVELS

SCHEDULE 6 - DEPENDENCIES

SCHEDULE 7 - SOFTWARE SPECIFICATION

This IT Outsourcing Agreement template is in Microsoft Word format, written in plain English, easy to use and edit.