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Outsourcing Agreement template
Outsourcing Agreement sample


What is Outsourcing Agreement?

Outsourcing Agreement Governs the outsourcing of specific business functions or processes to a third-party provider, specifying services and payment terms.



Sample template:



Outsourcing Agreement

This Outsourcing Agreement ("Agreement") is made and entered into as of [Date], by and between Sunrise Industries, Inc., a [State] corporation with offices at [Address] ("Sunrise Industries"), and EffiTech Outsourcing Services, LLC, a [State] limited liability company with offices at [Address] ("EffiTech").



1. Services Provided

1.1. Scope of Services


EffiTech shall provide comprehensive human resources management services to Sunrise Industries, including, but not limited to, recruitment and staffing, employee benefits administration, payroll processing, HR compliance, and employee records management ("Services"). EffiTech shall perform the Services in accordance with industry standards and all applicable laws and regulations.



2. Service Levels

2.1. Service Standards


EffiTech shall provide the Services in a responsive, accurate, and timely manner. EffiTech shall maintain a high level of service quality, which shall meet or exceed the performance metrics set forth in Exhibit A, attached hereto and incorporated by reference. The parties shall review and, if mutually agreed, revise the performance metrics annually.



3. Reporting

3.1. Regular Reports


EffiTech shall provide Sunrise Industries with written status reports on a monthly basis, detailing the progress and performance related to the Services, including an update on the achievement of performance metrics. The content, format, and frequency of such reports may be amended by mutual written agreement of the parties.



4. Payment Terms

4.1. Fees and Expenses


For the Services, Sunrise Industries agrees to pay EffiTech the fees set forth in Exhibit B, attached hereto and incorporated by reference. EffiTech shall be reimbursed for reasonable, documented, out-of-pocket expenses incurred in connection with the performance of the Services, upon prior written approval by Sunrise Industries.


4.2. Invoices and Payment


EffiTech shall invoice Sunrise Industries monthly for services rendered and approved expenses during the previous month. Payment terms shall be net [30] days from the date of receipt of a valid invoice by Sunrise Industries. Any disputes relating to invoiced amounts must be communicated by Sunrise Industries within [10] days of receipt of the invoice.



5. Confidentiality

Both parties acknowledge that they may be exposed to or have access to confidential or proprietary information in connection with the Services under this Agreement ("Confidential Information"). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to not disclose or use such information except as required to perform their obligations under this Agreement or as required by law.



6. Term and Termination

6.1. Term


This Agreement shall commence on the Effective Date and shall continue for a period of [X] years, unless earlier terminated in accordance with the provisions herein. The Agreement may be renewed upon mutual written agreement of the parties.


6.2. Termination for Convenience


Either party may terminate this Agreement without cause upon [90] days written notice to the other party.


6.3. Termination for Cause


Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [30] days after receipt of written notice specifying the breach.



7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of laws principles.



8. Indemnification

Each party shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, actions, losses, liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or in connection with such party's breach of this Agreement or negligence or willful misconduct in the performance of the Services under this Agreement.



9. Entire Agreement

This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, negotiations, and representations, whether written or oral, relating to such subject matter.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.



Sunrise Industries, Inc. EffiTech Outsourcing Services, LLC


By: ___________________________ By: ___________________________


Name: _________________________ Name: _________________________


Title: ________________________[Title] Title: ___________________[Title]

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Common Sections of an Outsourcing Agreement


In this Outsourcing Agreement, you will see the following sections:

  1. Services Provided
  2. Service Levels
  3. Reporting
  4. Payment Terms
  5. Confidentiality
  6. Term and Termination
  7. Governing Law
  8. Indemnification
  9. Entire Agreement


Summary of each section:

  1. Services Provided : This section outlines the specific services EffiTech will provide to Sunrise Industries, such as recruitment, payroll processing, and HR compliance. It also states that EffiTech must perform these services according to industry standards and applicable laws.

  2. Service Levels : This part explains that EffiTech must provide the services in a timely and accurate manner, meeting or exceeding the performance metrics outlined in Exhibit A. The parties will review and potentially revise these metrics annually.

  3. Reporting : EffiTech is required to provide monthly written status reports to Sunrise Industries, detailing the progress and performance of the services. The content, format, and frequency of these reports can be changed by mutual agreement.

  4. Payment Terms : This section details the fees Sunrise Industries will pay EffiTech for their services, as outlined in Exhibit B. EffiTech can also be reimbursed for approved, documented expenses. Invoices will be sent monthly, and payment is due within 30 days of receipt. Any disputes must be communicated within 10 days of receiving the invoice.

  5. Confidentiality : Both parties agree to keep each other's confidential information private and not disclose or use it, except as required to fulfill their obligations under the agreement or as required by law.

  6. Term and Termination : The agreement will last for a specified number of years and can be renewed by mutual agreement. Either party can terminate the agreement without cause with 90 days' written notice or for cause if the other party breaches the agreement and fails to fix the issue within 30 days of receiving written notice.

  7. Governing Law : This section states that the agreement will be governed by the laws of the United States and the specified state, without regard to conflicts of laws principles.

  8. Indemnification : Each party agrees to indemnify, defend, and hold the other party harmless from any claims, losses, or damages resulting from their breach of the agreement or negligence or misconduct in performing the services.

  9. Entire Agreement : This part clarifies that the agreement, along with any attached exhibits, represents the entire understanding between the parties and supersedes any previous agreements or negotiations related to the subject matter.

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