This SLA Outsourcing Services agreement is designed for use in Belgian business relationships where one organization (the service provider) agrees to deliver specific services to another organization (the customer) under defined service levels and performance metrics. The document is particularly relevant when establishing long-term outsourcing relationships that require clear performance standards, governance structures, and risk allocation. It incorporates Belgian legal requirements, including compliance with GDPR, employment regulations, and commercial law. The agreement is structured to address both operational and strategic aspects of the outsourcing relationship, including service delivery, performance measurement, data protection, intellectual property rights, and transition management. It contains comprehensive provisions for handling service changes, disputes, and termination scenarios, making it suitable for complex outsourcing arrangements across various industries.
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1. Parties: Identification of contracting parties and their legal status
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Services Scope: Detailed description of services to be provided
5. Service Levels: Performance standards, metrics, and measurement methods
6. Performance Monitoring: Procedures for monitoring and reporting service levels
7. Charges and Payment: Pricing, payment terms, and invoicing procedures
8. Customer Obligations: Customer's responsibilities and requirements
9. Provider Obligations: Provider's responsibilities and commitments
10. Data Protection and Security: GDPR compliance and security requirements
11. Personnel: Staff requirements, vetting, and management
12. Intellectual Property Rights: IP ownership, licenses, and usage rights
13. Confidentiality: Protection of confidential information
14. Liability and Insurance: Liability limitations and insurance requirements
15. Term and Termination: Duration, renewal, and termination provisions
16. Exit Management: Transition arrangements upon termination
17. Force Majeure: Handling of events beyond parties' control
18. Governing Law and Jurisdiction: Application of Belgian law and dispute resolution
19. General Provisions: Standard boilerplate clauses
1. Change Control: Procedures for managing changes to services - include if services are likely to evolve
2. Business Continuity: Disaster recovery and business continuity requirements - include for critical services
3. Benchmarking: Provisions for market comparison of services - include for long-term or high-value contracts
4. Step-In Rights: Customer's right to take over services - include for critical business functions
5. Parent Company Guarantee: Additional financial security - include if provider's financial strength is a concern
6. Anti-Bribery and Corruption: Compliance with anti-corruption laws - include for international services
7. Environmental Requirements: Environmental standards and compliance - include if environmentally sensitive
8. Subcontracting: Rules for use of subcontractors - include if subcontracting is anticipated
1. Service Description: Detailed technical specifications of services
2. Service Levels and KPIs: Detailed performance metrics and measurement methods
3. Charges: Detailed pricing structure and calculations
4. Customer Dependencies: Detailed customer responsibilities and requirements
5. Security Requirements: Detailed security protocols and standards
6. GDPR Processing Agreement: Detailed data processing terms and requirements
7. Business Continuity Plan: Detailed disaster recovery procedures
8. Personnel: Key personnel and organizational structure
9. Transition Plan: Detailed implementation and transition procedures
10. Exit Plan: Detailed termination and handover procedures
11. Approved Subcontractors: List of approved subcontractors and their roles
12. Form of Reports: Templates for performance and status reporting
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