A Practical Guide to Outsourcing Agreements, 3rd Edition
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Are you working for a company contemplating a strategic change in business operation?
Want to ensure that once a decision has been made to outsource a business function, you will be in a position to negotiate fair and balanced agreements with service providers?
Take Advantage of Outsourcing
Acquiring greater efficiency and economy of scale from an outside source allows a company to focus on its strengths and not get distracted from executing its key business strategies. Outsourcing permits an organization to transfer the ownership of certain business functions to another company in order to:
- Reduce/control operating costs
- Eliminate the cost of acquiring, updating and maintaining systems in-house
- Improve process efficiencies
- Eliminate difficult-to-manage functions
- Gain access to world-class capabilities and technologies
- Obtain services where there are no comparable internal resources
- Free up time and essential internal resources for critical business functions
Negotiate the Best Possible Deal
A Practical Guide to Outsourcing Agreements, 3rd Edition is the essential guide book for analyzing the major issues that arise in outsourcing agreements. Author Adam Vereshack has over 35 years' experience negotiating outsourcing transactions for major Canadian and international companies. Guidelines and clauses help you to deal with the basic questions of when outsourcing is an appropriate solution to a situation and what issues must be addressed when contracting with a supplier. All issues discussed are based on actual outsourcing negotiations and agreements.
The outsourcing of business functions is a global phenomenon – crossing borders of countries as well as provinces and states. So regardless of where your company is headquartered – Canada, the U.S., Australia, the United Kingdom or anywhere else – if your company is seeking to outsource information technology or business processes, this is the book for you.
New in This Edition
- Detailed discussion of Business Process Outsourcing
- Discussion of the importance of including an implied services provision
- Updated section on the benefits and risks of cloud computing and the growing trend of moving applications and services to the cloud
- Overview of ISO Security Standards
- New section on GDPR privacy legislative requirements
- Sample of a “further assurances” provision in an asset purchase agreement for transferred assets
- New section discussing alternatives to using benchmarking for pricing
- New sample provision and discussion on withholding taxes in cross-border transactions
- Expansion of the balanced scorecard approach and 5 principles for results
- Revised section on audits of control and security procedures with reference to the Auditing and Assurance Standards Board’s relevant standards. Includes a sample provision dealing with service provider compliance with Canadian and U.S. audit standards.
- List of essential elements in a business continuity plan
- Updated discussion and definitions concerning privacy
- Updated discussion on limitation of liability provisions
- Addresses the necessity of a termination services plan
- New appendices including a “Transition Services Schedule”, “Personnel Screening Consent and Authorization Form”, and “Change Order Process Schedule.”
The Definitive Guide to Outsourcing Contracts For
- Business lawyers who want to understand the issues that arise in outsourcing agreements in order to practise in this burgeoning area
- Corporate executives, including chief information officers and chief financial officers, who wish to outsource information technology and/or business processes
- In-House Counsel who need a practical guide on everything they need to know about outsourcing agreements
Table of contents
Chapter 1: Introduction
Chapter 2: Identification of Parties and Recitals
Chapter 3: Transitional Matters
Chapter 4: Transfer of Employees
Chapter 5: The Services
Chapter 6: Project Services
Chapter 7: Improvements and Gain Sharing
Chapter 8: Fees and Charges
Chapter 9: Invoicing, Payment and Taxes
Chapter 10: Subcontracting
Chapter 11: Performance and Service Levels
Chapter 12: Performance – The Balanced Scorecard
Chapter 13: Audits
Chapter 14: Change Order Process
Chapter 15: Force Majeure and Business Continuity
Chapter 16: Relationship Governance
Chapter 17: Intellectual Property
Chapter 18: Confidentiality and Privacy
Chapter 19: Insurance
Chapter 20: Indemnities and Guarantees
Chapter 21: Representations, Warranties and Covenants
Chapter 22: Limitation of Liability
Chapter 23: Termination
Chapter 24: Results of Termination
Chapter 25: Dispute Resolution
Chapter 26: Miscellaneous Provisions
Chapter 27: Offshore Outsourcing