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Outsourcing Contract Agreement for Philippines

Outsourcing Contract Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes and regulates the outsourcing relationship between a service provider and a client company. This document outlines the scope of services, performance standards, pricing, data protection requirements, intellectual property rights, and operational procedures while ensuring compliance with Philippine regulations, including the Data Privacy Act of 2012 and Labor Code. It incorporates specific provisions for service level agreements, confidentiality, liability limitations, and dispute resolution mechanisms tailored to the Philippine legal framework.

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What is a Outsourcing Contract Agreement?

The Outsourcing Contract Agreement is a crucial document used to establish and manage outsourcing relationships in the Philippines, one of the world's leading outsourcing destinations. This agreement is essential when a company (the client) wishes to engage a specialized service provider to handle specific business functions or processes. The document comprehensively addresses all aspects of the outsourcing relationship, including service delivery, performance metrics, data protection, intellectual property rights, and compliance with Philippine regulations. It's particularly important given the Philippines' strict data privacy laws and labor regulations, requiring careful consideration of local legal requirements while maintaining international business standards. The agreement typically includes detailed service level agreements, pricing structures, and operational procedures, making it suitable for both domestic and international outsourcing arrangements.

What sections should be included in a Outsourcing Contract Agreement?

1. Parties: Identification of the contracting parties including their legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Scope of Services: Detailed description of the services to be provided, including deliverables and performance standards

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Payment Terms: Pricing, payment schedule, invoicing procedures, and currency specifications

7. Service Levels: Performance metrics, KPIs, and measurement methodologies

8. Personnel and Resources: Requirements for staff, equipment, and resources needed to deliver the services

9. Data Protection and Security: Obligations regarding data privacy, security measures, and compliance with Philippine Data Privacy Act

10. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Guarantees provided by both parties regarding their capabilities and services

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. Termination: Grounds for termination, notice periods, and consequences of termination

15. Dispute Resolution: Procedures for resolving disputes including jurisdiction and governing law

16. General Provisions: Standard clauses including force majeure, notices, and amendment procedures

What sections are optional to include in a Outsourcing Contract Agreement?

1. Transition Services: Required when there's a need to detail the handover process from existing service providers or transition to new providers

2. Business Continuity: Needed for critical services requiring disaster recovery and business continuity planning

3. Regulatory Compliance: Required for industries with specific regulatory requirements (e.g., financial services, healthcare)

4. Foreign Exchange Provisions: Necessary when dealing with international outsourcing with currency considerations

5. Equipment and Assets: Required when physical assets or equipment are provided by either party

6. Insurance Requirements: Detailed insurance obligations when specific coverage types are required

7. Anti-Corruption Compliance: Required for international contracts or when dealing with government entities

8. Environmental Compliance: Necessary for services with environmental impact considerations

What schedules should be included in a Outsourcing Contract Agreement?

1. Schedule A - Service Description: Detailed specifications of services, deliverables, and technical requirements

2. Schedule B - Service Levels and KPIs: Detailed performance metrics, measurement methods, and reporting requirements

3. Schedule C - Pricing and Payment Schedule: Detailed pricing structure, payment terms, and rate cards

4. Schedule D - Personnel and Key Contacts: List of key personnel, roles, responsibilities, and contact information

5. Schedule E - Data Processing Agreement: Detailed data handling procedures and compliance requirements

6. Schedule F - Security Requirements: Technical and organizational security measures

7. Schedule G - Transition Plan: Detailed transition or implementation timeline and milestones

8. Schedule H - Approved Subcontractors: List of approved subcontractors and their specific roles

9. Appendix 1 - Form of Change Order: Template for documenting changes to services or terms

10. Appendix 2 - Escalation Matrix: Contact details and procedures for issue escalation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions
































































Clauses









































Relevant Industries

Information Technology

Business Process Outsourcing

Healthcare

Financial Services

Manufacturing

Telecommunications

E-commerce

Retail

Insurance

Banking

Customer Service

Software Development

Human Resources

Legal Services

Accounting and Finance

Relevant Teams

Legal

Procurement

Operations

Compliance

Finance

Human Resources

Information Technology

Risk Management

Commercial

Business Development

Project Management

Service Delivery

Quality Assurance

Security

Data Protection

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Legal Counsel

Procurement Manager

Operations Director

Contract Manager

Compliance Officer

Data Protection Officer

Project Manager

Service Delivery Manager

Business Development Manager

Risk Manager

Finance Director

Human Resources Director

IT Director

Vendor Relations Manager

Commercial Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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