The Outsourcing Service Agreement is essential for businesses operating in the UAE who wish to engage external service providers for various business functions. This document is particularly relevant in the context of the UAE's growing economy and its position as a regional business hub, where outsourcing arrangements are increasingly common across various sectors. The agreement must comply with UAE federal laws, including the Civil Code, Commercial Transactions Law, and relevant sector-specific regulations. It is designed to protect both parties' interests while ensuring clear service delivery standards, performance metrics, and risk allocation. The document typically includes comprehensive provisions for service delivery, governance, data protection, and exit management, all tailored to align with UAE legal requirements and business practices. Use this agreement when establishing a formal outsourcing relationship for services such as IT, business processes, facilities management, or other operational functions.
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1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, including service levels and deliverables
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Service Provider Obligations: Detailed responsibilities and commitments of the service provider
7. Customer Obligations: Requirements and commitments from the customer
8. Fees and Payment Terms: Pricing, payment schedule, invoicing, and payment terms
9. Service Levels: Performance standards, KPIs, and measurement criteria
10. Governance and Reporting: Management structure, reporting requirements, and review processes
11. Staff and Resources: Requirements for personnel, facilities, and resources
12. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
13. Confidentiality: Protection of confidential information and trade secrets
14. Data Protection: Compliance with UAE data protection requirements and data handling procedures
15. Liability and Indemnification: Limitation of liability and indemnification obligations
16. Force Majeure: Provisions for unforeseen circumstances and force majeure events
17. Termination: Grounds for termination and termination procedures
18. Exit Management: Transition arrangements upon termination
19. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions
20. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Change Control: Procedures for managing changes to services or agreement terms - include for complex service arrangements
2. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
3. Security Requirements: Specific security protocols and requirements - include for services involving sensitive data or systems
4. Compliance with Specific Regulations: Additional regulatory compliance requirements - include for regulated industries
5. Insurance: Specific insurance requirements - include for high-risk services
6. Parent Company Guarantee: Guarantee from service provider's parent company - include when financial stability is crucial
7. Anti-Bribery and Corruption: Specific anti-corruption provisions - include for government-related contracts or high-value agreements
8. Environmental Requirements: Environmental compliance and sustainability requirements - include for services with environmental impact
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed service level agreements and performance metrics
3. Schedule 3 - Pricing and Payment Schedule: Detailed pricing structure, rates, and payment terms
4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation
5. Schedule 5 - Governance Procedures: Detailed procedures for contract governance and management
6. Schedule 6 - Personnel: Key personnel requirements and responsibilities
7. Schedule 7 - Technical Requirements: Technical specifications and requirements
8. Schedule 8 - Exit Plan: Detailed transition out procedures and requirements
9. Schedule 9 - Data Processing Agreement: Specific terms for handling and processing data
10. Schedule 10 - Business Continuity Plan: Detailed business continuity and disaster recovery procedures
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