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IT Outsourcing Agreement


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

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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 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








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

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