This Outsourcing Contract template is designed for use in the United Arab Emirates business environment, providing a comprehensive framework for outsourcing arrangements between service providers and customers. The document is particularly relevant in the context of UAE's growing outsourcing sector and increasing focus on digital transformation. It incorporates essential elements required by UAE law, including compliance with local labor regulations, data protection requirements, and commercial laws. The contract is structured to protect both parties' interests while facilitating efficient service delivery and management of the outsourcing relationship. It includes provisions for service levels, governance, risk management, and exit planning, making it suitable for various types of outsourcing arrangements from IT services to business process outsourcing.
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1. Parties: Identification of the parties entering into the agreement, including full legal names and registration details
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Scope of Services: Detailed description of the services to be provided by the supplier
5. Term and Renewal: Duration of the agreement and provisions for renewal
6. Service Provider's Obligations: Key responsibilities and commitments of the service provider
7. Customer's Obligations: Key responsibilities and commitments of the customer
8. Charges and Payment Terms: Pricing, payment schedule, and related financial terms
9. Service Levels: Performance standards and metrics for service delivery
10. Governance and Change Control: Management structure and processes for changes to services or agreement
11. Data Protection and Security: Obligations regarding data handling, security measures, and compliance with UAE data protection laws
12. Confidentiality: Protection of confidential information and trade secrets
13. Intellectual Property Rights: Ownership and licensing of IP created or used during service provision
14. Liability and Indemnities: Allocation of risks and responsibilities between parties
15. Force Majeure: Provisions for handling events beyond parties' reasonable control
16. Termination: Grounds and process for ending the agreement
17. Exit Management: Procedures for service transition upon termination
18. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
19. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Personnel and Key Staff: Used when specific personnel are critical to service delivery or when staff transfer is involved
2. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data
3. Anti-Bribery and Corruption: Important when dealing with government entities or high-risk jurisdictions
4. Insurance: Detailed insurance requirements for high-risk services
5. Parent Company Guarantee: When additional financial security is required
6. Compliance with Specific Regulations: When services are subject to specific industry regulations (e.g., healthcare, financial services)
7. Environmental and Social Responsibility: When sustainability or social responsibility requirements are important to the customer
8. Local Content Requirements: When compliance with UAE local content requirements is necessary
1. Schedule 1 - Services Description: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and remedies
3. Schedule 3 - Charges and Pricing: Detailed pricing structure, rates, and payment mechanisms
4. Schedule 4 - Customer Dependencies: Detailed list of customer-provided items, access, and support
5. Schedule 5 - Governance Procedures: Detailed procedures for contract management and oversight
6. Schedule 6 - Security and Data Protection Requirements: Detailed security protocols and data handling procedures
7. Schedule 7 - Business Continuity Plan: Detailed procedures for service continuation in emergency situations
8. Schedule 8 - Exit Plan: Detailed procedures for service transition upon contract termination
9. Schedule 9 - Form of Change Order: Template for documenting and approving changes to services
10. Appendix A - Key Personnel: List of key staff members and their roles
11. Appendix B - Approved Subcontractors: List of pre-approved subcontractors and their roles
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