Outsourcing Agreement Governs the outsourcing of specific business functions or processes to a third-party provider, specifying services and payment terms.
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").
1.1. 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.
2.1. 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.
3.1. 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.
4.1. 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  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  days of receipt of the invoice.
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.
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  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  days after receipt of written notice specifying the breach.
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.
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.
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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