This Outsourcing Service Level Agreement is designed for use when organizations wish to establish clear, measurable standards for outsourced services under English and Welsh law. It provides a comprehensive framework for managing service delivery, setting performance expectations, and ensuring accountability. The agreement addresses key aspects including service definitions, performance metrics, reporting requirements, remedial actions, and governance structures. It incorporates relevant regulatory requirements and industry best practices, making it suitable for various sectors while ensuring compliance with UK legislation. This document is particularly valuable for organizations seeking to formalize their outsourcing arrangements with detailed service level commitments and performance management mechanisms.
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1. Parties: Identifies and defines the contracting parties (service provider and customer)
2. Background: Context and purpose of the agreement, including brief description of services being outsourced
3. Definitions: Defines key terms used throughout the agreement including Service Levels, KPIs, etc.
4. Services: Detailed description of services to be provided, including scope and exclusions
5. Service Levels: Specific performance metrics, standards and quality requirements
6. Performance Monitoring: Methods for measuring, monitoring and reporting service level performance
7. Charges and Payment: Pricing structure, payment terms, invoicing procedures and service credits
8. Term and Termination: Contract duration, renewal terms, and termination rights
9. Governance: Management structure, reporting lines, and decision-making processes
10. Data Protection and Security: Obligations regarding data protection, confidentiality and information security
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnities: Limitations of liability, indemnification obligations and insurance requirements
1. TUPE Provisions: Required when service provision involves transfer of employees from customer to provider or vice versa
2. Business Continuity: Disaster recovery and business continuity requirements for critical services
3. Change Control: Procedures for managing changes to services, specifications or service levels
4. Regulatory Compliance: Specific obligations regarding industry regulations and compliance requirements
5. Environmental Requirements: Environmental standards and sustainability requirements for service delivery
1. Schedule 1 - Service Description: Detailed technical and operational specification of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement criteria and reporting requirements
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, calculations and service credit mechanism
4. Schedule 4 - RACI Matrix: Responsibility assignment matrix defining roles and responsibilities
5. Schedule 5 - Data Processing Agreement: Specific terms for personal data processing under UK GDPR
6. Schedule 6 - Exit Plan: Procedures for service transition at contract end or termination
7. Schedule 7 - Business Continuity Plan: Detailed continuity and disaster recovery procedures
8. Schedule 8 - Change Control Procedure: Detailed process for requesting, approving and implementing changes
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