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Outsourcing Service Agreement
"I need an Outsourcing Service Agreement under Belgian law for IT infrastructure services, including cloud hosting and cybersecurity services, with specific provisions for GDPR compliance and data protection, to be effective from March 2025."
1. Parties: Identification of the service provider and customer, including registered addresses and company details
2. Background: Context of the agreement and high-level business objectives
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided, service levels, and delivery requirements
5. Term and Termination: Duration of the agreement, renewal terms, and termination rights
6. Service Provider Obligations: Key responsibilities and commitments of the service provider
7. Customer Obligations: Key responsibilities and commitments of the customer
8. Charges and Payment: Pricing, payment terms, invoicing, and related financial provisions
9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
10. Intellectual Property Rights: IP ownership, licenses, and usage rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Force Majeure: Events excusing performance and related procedures
14. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Personnel and Key Staff: Required when specific personnel are critical to service delivery or when staff transfer is involved
2. Business Continuity and Disaster Recovery: Required for critical services or when mandated by regulatory requirements
3. Step-in Rights: Required for critical services where customer may need to take over operations
4. Anti-Bribery and Corruption: Required when dealing with public sector or regulated industries
5. Export Control: Required when services involve cross-border data or technology transfers
6. Environmental, Social and Governance (ESG): Required when ESG compliance is important to the customer
7. Subcontracting: Required when service provider may use subcontractors
8. Audit Rights: Required for regulated industries or when customer needs enhanced oversight
9. Change Control: Required for long-term or complex services requiring flexibility
1. Schedule 1 - Services Description: Detailed technical and operational description of services
2. Schedule 2 - Service Levels: Service level agreements, KPIs, and measurement methodology
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment mechanisms
4. Schedule 4 - Customer Dependencies: Detailed customer responsibilities and requirements
5. Schedule 5 - Data Processing Agreement: GDPR-compliant data processing terms and details
6. Schedule 6 - Security Requirements: Detailed security policies and requirements
7. Schedule 7 - Governance and Reporting: Management structure, meetings, and reporting requirements
8. Schedule 8 - Exit Plan: Transition out procedures and requirements
9. Appendix A - Key Personnel: List of key staff and their roles
10. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Information Technology
Financial Services
Manufacturing
Healthcare
Telecommunications
Professional Services
Retail
Energy
Transportation
Pharmaceuticals
Insurance
Banking
Public Sector
Education
Legal
Procurement
Operations
Finance
Information Technology
Compliance
Risk Management
Data Protection
Vendor Management
Commercial
Project Management
Service Delivery
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Head of Procurement
Procurement Manager
Legal Counsel
Operations Director
Vendor Management Lead
Contract Manager
Risk Manager
Compliance Officer
Data Protection Officer
IT Director
Chief Information Officer
Chief Technology Officer
Service Delivery Manager
Commercial Director
Business Unit Head
Project Manager
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