This Outsourcing Agreement Between Two Companies is designed for use when one company (the service provider) agrees to perform specific business functions or services for another company (the customer) under Maltese law. The agreement is particularly relevant in today's business environment where companies increasingly focus on core competencies while outsourcing other functions to specialized providers. It includes comprehensive provisions for service delivery, performance metrics, data protection (crucial under EU GDPR), risk allocation, and exit arrangements. The document is structured to comply with Maltese commercial law requirements and EU regulations, making it suitable for both domestic and international business relationships where Maltese law governs. It addresses key concerns such as service level commitments, intellectual property rights, confidentiality, and dispute resolution mechanisms specific to the Maltese legal framework.
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1. Parties: Identification of the service provider and customer, including registered addresses and company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided, including service levels and deliverables
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights
6. Payment Terms: Fees, payment schedule, invoicing procedures, and related financial terms
7. Service Provider Obligations: Key responsibilities and commitments of the service provider
8. Customer Obligations: Key responsibilities and commitments of the customer
9. Data Protection and Security: GDPR compliance measures and data security requirements
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Provisions for handling events beyond reasonable control
14. Governing Law and Jurisdiction: Specification of Maltese law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Personnel and Key Staff: Required when specific personnel are critical to service delivery or when staff transfer is involved
2. Change Control: Needed for complex services where scope changes are likely to be required
3. Business Continuity and Disaster Recovery: Important for critical services or when required by regulatory obligations
4. Step-in Rights: Include when services are business-critical and customer may need to take over
5. Anti-Bribery and Corruption: Required when dealing with public sector or regulated industries
6. Environmental and Social Responsibility: Include when aligned with corporate policies or industry requirements
7. Subcontracting: Needed when service provider may use subcontractors
8. Export Control: Required when services involve cross-border data or technology transfer
1. Schedule 1 - Services Description: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels: Performance metrics, measurement methods, and remedies for failure
3. Schedule 3 - Charges and Payment: Detailed pricing structure, payment terms, and rate cards
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and security requirements
5. Schedule 5 - Business Continuity Plan: Disaster recovery and business continuity procedures
6. Schedule 6 - Exit Plan: Transition assistance and knowledge transfer requirements
7. Schedule 7 - Key Personnel: List of key staff and their roles
8. Appendix A - Form of Change Order: Template for documenting and approving changes to services
9. Appendix B - Security Policies: Detailed security requirements and procedures
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