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Outsourcing Service Agreement
"I need an Outsourcing Service Agreement for my Lagos-based fintech company to engage a call center service provider, with specific provisions for handling customer data under NDPR and service level requirements for 24/7 customer support starting March 2025."
1. Parties: Identifies the contracting parties - the service provider and the client company
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the service provider
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Service Provider Obligations: Key responsibilities and commitments of the service provider
7. Client Obligations: Key responsibilities and commitments of the client
8. Service Levels: Performance standards and metrics for service delivery
9. Fees and Payment Terms: Pricing, payment schedule, and related financial terms
10. Data Protection and Confidentiality: Obligations regarding data handling and confidential information under NDPR
11. Intellectual Property Rights: Ownership and usage rights of IP created or used during service provision
12. Personnel and Subcontracting: Requirements regarding staff and use of subcontractors
13. Termination: Circumstances and process for ending the agreement
14. Liability and Indemnification: Risk allocation between parties and liability limitations
15. Force Majeure: Provisions for handling events beyond parties' control
16. Dispute Resolution: Process for resolving disputes between parties
17. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Transition Services: Required when services need to be transitioned from existing providers or back to the client
2. Business Continuity: Needed for critical services requiring disaster recovery planning
3. Change Control: For agreements where scope or specifications may need formal variation processes
4. Non-Competition: When restricting service provider from working with competitors is necessary
5. Export Control: Required when services involve cross-border data or technology transfer
6. Insurance: Detailed insurance requirements for high-risk services
7. Security Requirements: For services involving sensitive systems or data access
8. Regulatory Compliance: For industry-specific regulatory requirements (e.g., financial services)
1. Schedule 1 - Service Description: Detailed technical specifications of services to be provided
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics and measurement methods
3. Schedule 3 - Pricing and Payment Schedule: Detailed fee structure, rates, and payment terms
4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Schedule 6 - Data Processing Agreement: Detailed data protection and processing requirements under NDPR
7. Schedule 7 - Business Continuity Plan: Detailed disaster recovery and business continuity procedures
8. Schedule 8 - Required Insurance Coverage: Specific insurance types and coverage amounts
9. Appendix A - Contact Details: Key contact persons and escalation matrix
10. Appendix B - Technical Infrastructure: Technical requirements and specifications
Authors
Information Technology
Business Process Outsourcing
Manufacturing
Financial Services
Telecommunications
Healthcare
Energy and Resources
Retail and Consumer Goods
Professional Services
Education
Logistics and Supply Chain
Legal
Procurement
Operations
Finance
Information Technology
Risk Management
Compliance
Vendor Management
Project Management
Human Resources
Data Protection
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Technology Officer
Procurement Manager
Legal Counsel
Contract Manager
Operations Director
Vendor Management Lead
Risk Management Officer
Compliance Officer
Project Manager
Service Delivery Manager
Data Protection Officer
Business Unit Head
Finance Director
IT Director
Human Resources Director
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