[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-administrative-and-technology-services-outsourcing-D849":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"OUTSOURCING AGREEMENT FOR ADMINISTRATIVE SERVICES AND TECHNOLOGY DEVELOPMENT This Outsourcing Agreement for Administrative Services and Technology Development (the Agreement\"), is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE]. WHEREAS, the Client is in the business [DESCRIBE] and possesses the Intellectual Property rights to develop, market, and otherwise exploit [PRODUCTS/SERVICES] listed below and further described in the SCHEDULE A (the \"Products\"): WHEREAS, the Client Website, [ADDRESS] (the \"Client Website\") is designed to sell the Products here above mentioned. WHEREAS, the Client desires to have access to and the use of certain assets of which Service Provider is the owner or licensee. WHEREAS, the Client also desires to engage Service Provider to perform certain technology services including Web hosting and source code development services. WHEREAS, in this Agreement, in exchange for services provided, Service Provider is transferred the right to use the Client Website as its own Website in its efforts to resell Client's Products. The Client may also provide custom versions of the Client Website to other Distributors for use in their own names (\"Private Label\"). WHEREAS, the Client is desirous of engaging the Service Provider and the Service Provider is willing to accept such engagement, to provide services hereunder describe to the Client in connection with the Product. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: MANAGEMENT AND TECHNOLOGY SERVICES Engagement The Client hereby engages Service Provider to provide the following services: FINANCIAL AND ACCOUNTING MATTERS. Service Provider shall maintain Client's general ledger, accounts receivable and accounts payable records, and fixed asset records and provide billing and collection services. Service Provider shall also provide, or cause to be provided, to Client payroll services, including assistance with regulatory compliance matters. INSURANCE MATTERS. Service Provider shall provide or cause to be provided to Client insurance with the coverage, insurers, and maximum deductibles as will be set forth later by the Client in a written notice. All such insurance policies shall add Client as an additional named insured and such insurers shall be required to provide Client with no less than [NUMBER] days prior written notice of any change or cancellation of any such insurance. In the event of any such potential change which may have a materially adverse affect on the Client, or in the event of potential cancellation, Client shall be entitled to secure replacement insurance at its own cost. IT SERVICES. Service Provider shall provide certain general information technology services and infrastructure including assistance with, installation, and maintenance of telephonic and computer equipment. Service Provider shall also provide Client with the use of Service Provider's existing and future telephone automatic call distribution networks and systems and email systems. Service Provider shall provide such technical support and maintenance as Client reasonably requests for Client and its clients and licensees for the [PRODUCT] (as defined in the License Agreement) and the Client Code. Client will not be charged for revisions or updates provided under the License Agreement. WEB HOSTING AND MAINTENANCE OF CLIENT WEBSITE. Service Provider will provide Web hosting and maintenance services for the Client Website. In consideration of hosting and maintaining the Client Website, Client transfers to the Service Provider the right to use the Client Website as its own Website in its efforts to resell the Client Products. WEB HOSTING OF PRIVATE LABEL SITES. Service Provider will provide Web hosting services for Client's Private Label Websites. For all Private Label Websites hosted, Client shall pay Service Provider [AMOUNT] per month per Private Label Website. COOPERATION IN TRANSFERRING WEBSITES. In the event Client moves its Client Website or any of its Private Label Websites to another host, Service Provider shall reasonably cooperate in the transfer of the Websites to the new host. CUSTOMER SUPPORT. Service Provider shall provide and perform such services related to technical assistance to Client's End-Users Customers and Distributors, customer training and any other tasks relating to servicing the Client's Customers and Distributors. SUPPLY CHAIN MANAGEMENT. Service Provider shall provide and perform such services related to the delivery of physical [PRODUCT] packages to other Client's Distributors or End-Users Customers; provided that the cost of these services to Client will equal Administrative Services compensation (as mention in 1.2 hereunder) plus other direct costs and expenses related to packaging and shipping. DEVELOPMENT SUPPORT. Service Provider shall perform such specific consulting projects and research projects for source code development, from time to time, as shall be requested by the Client and upon such terms as may be agreed upon between the Client and Service Provider; provided that the cost of these services to Client will equal Service Provider's salary and benefits costs for the employee-developers and other direct costs and expenses, plus [%]. It is understood between the parties that to the extent that Service Provider performs development services for the Client on or in connection with the Client Website or Client Code, Client shall own all rights in the results and proceeds of such services (other than pre-existing works or material licensed from third parties), unless the parties agree otherwise in writing. Nothing herein shall prevent the Client itself or through third parties from performing such development services from time to time. OTHER SERVICES PROVIDED by Service Provider. Service Provider shall provide and perform such other services, as shall be requested by the Client and agreed upon between the Client and Service Provider, from time to time, at such price and on such terms as agreed. Compensation For services described in subsections 1.1 (i), 1.1 (iii) and 1.1 (vii) of this Section 1 (the \"Administrative Services\"), Service Provider shall be compensated based on the following allocation of costs and expenses. Allocation of costs and expenses for Administrative Services shall be determined by headcount as follows: Service Provider shall determine the ratio of Service Provider employees working full-time on Administrative Services for Client to the number of Service Provider full-time employees on its payroll, plus [%] of this ratio. Such ratio shall be applied to Service Provider's total salary, benefits costs and other direct costs and expenses for its employees to determine the pass-through cost to Client. The same headcount ratio shall be applied to the cost of insurance provided under Section 1.1 (ii) to determine a pass-through cost to Client. Additional compensation is as otherwise described in the sections of this Agreement describing the services to be provided to Client. Upon request by Client, Service Provider shall provide Client with its budget and estimate of the costs anticipated to be incurred by Client in connection therewith for the calendar years",null,"Administrative and Technology Services Outsourcing","11",107,"doc","https://templates.business-in-a-box.com/imgs/1000px/administrative-and-technology-services-outsourcing-D849.png","https://templates.business-in-a-box.com/imgs/250px/849.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#849.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"administrative technology services outsourcing","Administrative and Technology Services Outsourcing Template","https://templates.business-in-a-box.com/imgs/400px/849.png","https://templates.business-in-a-box.com/imgs/600px/849.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,98,116,131,146,161],{"label":36,"url":37,"thumb":38,"extension":10},"Administrative Services Agreement","/template/administrative-services-agreement-D850","https://templates.business-in-a-box.com/imgs/250px/850.png",{"label":40,"url":41,"thumb":42,"extension":10},"Administrative Services Agreement 2","/template/administrative-services-agreement-2-D139","https://templates.business-in-a-box.com/imgs/250px/139.png",{"label":44,"url":45,"thumb":46,"extension":10},"Administrative Services Agreement 3","/template/administrative-services-agreement-3-D5226","https://templates.business-in-a-box.com/imgs/250px/5226.png",{"label":48,"url":49,"thumb":50,"extension":10},"Management and Administrative Services Agreement","/template/management-and-administrative-services-agreement-D164","https://templates.business-in-a-box.com/imgs/250px/164.png",{"label":52,"url":53,"thumb":54,"extension":10},"Technology Policy","/template/technology-policy-D13285","https://templates.business-in-a-box.com/imgs/250px/13285.png",{"label":56,"url":57,"thumb":58,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":60,"url":61,"thumb":62,"extension":10},"Workplace Technology Upgrade and Replacement Policy","/template/workplace-technology-upgrade-and-replacement-policy-D13866","https://templates.business-in-a-box.com/imgs/250px/13866.png",{"label":64,"url":65,"thumb":66,"extension":10},"Checklist Drafting Multimedia and Technology Licensing Agreement","/template/checklist-drafting-multimedia-and-technology-licensing-agreement-D5177","https://templates.business-in-a-box.com/imgs/250px/5177.png",{"label":68,"url":69,"thumb":70,"extension":10},"Technology Licensing Agreement","/template/technology-licensing-agreement-D13434","https://templates.business-in-a-box.com/imgs/250px/13434.png",{"label":72,"url":73,"thumb":74,"extension":10},"Technology Transfer Agreement","/template/technology-transfer-agreement-D919","https://templates.business-in-a-box.com/imgs/250px/919.png",{"label":76,"url":77,"thumb":78,"extension":10},"Director of Information Technology Job Description","/template/director-of-information-technology-job-description-D11645","https://templates.business-in-a-box.com/imgs/250px/11645.png",{"label":80,"url":81,"thumb":82,"extension":10},"Interview Guide Director of Information Technology","/template/interview-guide-director-of-information-technology-D11588","https://templates.business-in-a-box.com/imgs/250px/11588.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":96,"url":97},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[93],{"label":94,"url":95},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":99,"descriptionCustom":6,"label":100,"pages":101,"size":102,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":114,"url":115},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":107,"description":6},"consulting agreement long",[109,111],{"label":17,"url":110},"business-legal-agreements",{"label":112,"url":113},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":102,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":124,"description":6},"non disclosure agreement nda",[126,127],{"label":17,"url":110},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":102,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":139,"description":6},"software license agreement",[141,142],{"label":17,"url":110},{"label":143,"url":144},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":147,"descriptionCustom":6,"label":148,"pages":101,"size":149,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":154,"keywords":159,"url":160},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[155,158],{"label":156,"url":157},"Software & Technology","software-technology-business",{"label":156,"url":157},"service level agreement","/template/service-level-agreement-D778",{"description":162,"descriptionCustom":6,"label":163,"pages":119,"size":102,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":176},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":168,"description":6},"data processing agreement",[170,173],{"label":171,"url":172},"Finance & Accounting","finance-accounting",{"label":174,"url":175},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":179,"reviewer":191,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":503,"classification":504},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Administrative & Technology Services Outsourcing Template (Free Word)","Free administrative and technology services outsourcing agreement template. Covers scope, SLAs, IP, data protection, and termination. Used in 190+ countries. Free Word and PDF download.","administrative and technology services outsourcing agreement",[184,185,186,187,188,189,190],"technology services outsourcing contract","IT outsourcing agreement template","administrative services outsourcing contract","outsourcing contract template word","managed services agreement template","business process outsourcing agreement","outsourcing services contract free download",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":197,"signature_required":197},"advanced",true,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Administrative and Technology Services Outsourcing Agreement is a legally binding contract between a client company and a third-party service provider that governs the delegation of back-office administrative functions and technology-related services. This free Word download covers scope of work, service levels, fees, data security, intellectual property, and termination in a single structured document you can edit online and export as PDF.\n","Use it whenever you engage an external provider to handle functions such as IT support, software administration, payroll processing, data entry, help desk, infrastructure management, or cloud services — any arrangement where a third party assumes operational responsibility for a defined set of administrative or technology tasks.\n","Scope of services and deliverables, service level agreements with performance metrics, fee structure and invoicing terms, data protection and confidentiality obligations, intellectual property ownership, liability limits, transition-in and transition-out procedures, and termination rights including for-cause and convenience provisions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"CFOs and finance directors","Formalizing an outsourcing arrangement for payroll, AP/AR, or financial reporting functions","persona-cfo",{"title":208,"use_case":209,"icon_asset_id":210},"IT managers and CIOs","Engaging a managed service provider for infrastructure, help desk, or cloud operations","persona-cto",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Outsourcing administrative and back-office tasks without an in-house legal team","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Operations directors","Standardizing third-party service provider contracts across multiple outsourced functions","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Startup founders","Contracting an external provider for tech support and admin services to scale without headcount","persona-startup-founder",{"title":224,"use_case":225,"icon_asset_id":226},"Procurement managers","Ensuring vendor contracts meet internal compliance and data protection requirements","persona-procurement-manager",[228,232,235,239,242,246,250],{"situation":229,"recommended_template":230,"slug":231},"Outsourcing IT infrastructure, cloud hosting, or help desk exclusively","IT Services Agreement","it-service-agreement-D13422",{"situation":233,"recommended_template":85,"slug":234},"Engaging a single independent contractor for technology work","independent-contractor-agreement-D160",{"situation":236,"recommended_template":237,"slug":238},"Outsourcing business processes such as payroll or customer support","Business Process Outsourcing Agreement","business-process-management-D12896",{"situation":240,"recommended_template":133,"slug":241},"Procuring specific software or SaaS tools from a vendor","software-license-agreement-D12928",{"situation":243,"recommended_template":244,"slug":245},"Engaging a vendor for ongoing managed security or compliance services","Managed Services Agreement","administrative-services-agreement-D850",{"situation":247,"recommended_template":248,"slug":249},"Sharing confidential information with the provider before contract execution","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":251,"recommended_template":252,"slug":253},"Outsourcing professional consulting or advisory services","Consulting Services Agreement","software-development-and-consulting-services-agreement-D800",[255,258,261,264,267,270,273,276,279,282],{"term":256,"definition":257},"Service Level Agreement (SLA)","A contractual commitment specifying the minimum performance standards — such as uptime percentages, response times, and resolution windows — the provider must meet.",{"term":259,"definition":260},"Scope of Services","The defined list of tasks, deliverables, and functions the service provider is contracted to perform, serving as the boundary of their obligations.",{"term":262,"definition":263},"Service Credits","Pre-agreed financial remedies — typically a percentage reduction in the next invoice — triggered automatically when the provider fails to meet an SLA metric.",{"term":265,"definition":266},"Data Processing Agreement (DPA)","A contract or addendum specifying how a service provider may collect, store, process, and transfer personal data on behalf of the client, required under GDPR and many privacy laws.",{"term":268,"definition":269},"Transition-Out Plan","A documented process for transferring services, data, systems, and knowledge back to the client or a replacement provider at the end of the contract.",{"term":271,"definition":272},"Force Majeure","A clause excusing a party's non-performance when caused by unforeseeable events outside their control, such as natural disasters, cyberattacks attributed to nation-states, or government-mandated shutdowns.",{"term":274,"definition":275},"Intellectual Property Assignment","A clause specifying who owns custom work product, software, or tools developed by the provider during the engagement — client ownership must be expressly stated.",{"term":277,"definition":278},"Limitation of Liability","A contractual cap on the maximum amount either party can recover for breach, typically expressed as a multiple of fees paid in the prior 12 months.",{"term":280,"definition":281},"Right to Audit","A provision allowing the client to inspect the provider's systems, records, and processes to verify compliance with contractual, security, and regulatory obligations.",{"term":283,"definition":284},"Subcontracting Restrictions","Conditions under which the service provider may delegate contracted work to third parties, typically requiring client consent and flow-down of key contractual obligations.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties, recitals, and definitions","Identifies the client and service provider as legal entities, states the purpose of the agreement, and defines key terms used throughout the contract.","This Administrative and Technology Services Outsourcing Agreement ('Agreement') is entered into as of [DATE] between [CLIENT LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Client'), and [PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider').","Using trade names instead of registered legal entity names — if the contracting party differs from the operating entity, IP assignments and liability clauses may be unenforceable against the right company.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Scope of services and deliverables","Defines exactly which administrative and technology functions the provider will perform, the deliverables they must produce, and the boundaries of what is excluded.","Provider shall perform the services described in Schedule A ('Services'), including [FUNCTION 1], [FUNCTION 2], and [FUNCTION 3]. Services expressly exclude [EXCLUDED FUNCTION]. Any change to the scope requires a written Change Order signed by both parties.","Leaving scope defined only in general terms like 'IT support' — without a detailed Schedule A, disputes about what is in or out of scope are almost guaranteed and expensive to resolve.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Service level agreements and performance metrics","Sets measurable performance standards — uptime, response times, resolution windows — and the remedies (service credits) that apply automatically when standards are missed.","Provider shall maintain system availability of no less than [99.5]% in any calendar month, measured excluding scheduled maintenance. For each hour of downtime exceeding the threshold, Client shall receive a service credit equal to [X]% of the monthly fee, up to a maximum of [Y]% per month.","Drafting SLAs without defining the measurement methodology — who measures, how frequently, and from what baseline. Ambiguous measurement terms make credits impossible to enforce.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Fees, invoicing, and payment terms","States the fee structure (fixed, time-and-materials, or consumption-based), invoicing frequency, payment due date, and consequences for late payment.","Client shall pay Provider a monthly fee of $[AMOUNT] due within [30] days of invoice. Provider may charge interest at [1.5]% per month on balances outstanding beyond [45] days. Fees shall be reviewed annually on [DATE] with no more than [X]% increase per year.","Omitting an annual price adjustment cap — without one, providers can increase fees dramatically at renewal, and the client has no contractual basis to object.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Data protection and security obligations","Allocates responsibility for protecting the client's data, specifies security standards the provider must meet, requires breach notification within a defined window, and mandates a Data Processing Agreement for personal data.","Provider shall implement and maintain security measures no less rigorous than [ISO 27001 / SOC 2 Type II] standards. Provider shall notify Client of any confirmed or suspected data breach within [72] hours of discovery. Provider shall execute the Data Processing Addendum attached as Schedule B.","No breach notification timeline specified — in the absence of a contractual window, the provider has no urgency to disclose, and the client may miss regulatory notification deadlines under GDPR or state breach laws.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual property ownership","Specifies who owns custom deliverables, software, and work product created during the engagement — and licenses back any provider background IP embedded in the deliverables.","All custom deliverables, code, and work product created specifically for Client under this Agreement shall be the sole property of Client upon full payment. Provider retains ownership of its pre-existing tools and methodologies ('Background IP') and grants Client a perpetual, royalty-free license to use Background IP embedded in the deliverables.","No IP clause at all, or a clause that assigns only 'deliverables' without addressing custom software or configurations. Providers often argue that scripts, automations, and integrations are Background IP unless expressly assigned.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality","Prohibits both parties from disclosing the other's proprietary information, trade secrets, and business data — with defined exceptions for legally required disclosures.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' includes technical data, business processes, pricing, and customer information. This obligation survives termination for [5] years.","Failing to extend confidentiality obligations to the provider's subcontractors — if subcontractors handle client data without a flow-down confidentiality obligation, the client's information is exposed with no contractual remedy.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of liability and indemnification","Caps each party's financial exposure for breach and allocates responsibility for third-party claims — including data breach class actions, IP infringement, and regulatory fines.","Neither party's aggregate liability shall exceed the total fees paid in the [12] months preceding the claim. Provider shall indemnify Client against third-party claims arising from Provider's gross negligence, willful misconduct, or breach of the data security obligations in Section [X].","Setting the liability cap equal to one month of fees. For a major data breach or service failure, one month's fees is a token amount — calibrate the cap to reflect the actual risk exposure, typically 12 months of fees as a floor.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term, termination, and transition-out","Sets the contract duration, renewal mechanics, termination triggers for cause and convenience, notice periods, and the provider's obligations to assist with transition to a new provider.","This Agreement commences on [START DATE] and continues for [INITIAL TERM] unless terminated earlier. Either party may terminate for convenience on [90] days' written notice. Upon termination, Provider shall deliver all Client data in a machine-readable format within [30] days and cooperate with transition activities for up to [90] days at Client's cost.","No transition-out clause — when a provider relationship ends, the absence of a contractual obligation to cooperate on handoff gives the departing provider enormous leverage and can leave the client without access to its own data for months.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law, dispute resolution, and audit rights","Specifies the jurisdiction whose law governs the agreement, the process for resolving disputes (negotiation, mediation, arbitration, or court), and the client's right to audit provider compliance.","This Agreement is governed by the laws of [STATE/COUNTRY]. Disputes shall first be escalated to senior management for [30] days of good-faith negotiation, then submitted to binding arbitration under [AAA/JAMS] rules in [CITY]. Client may conduct an annual compliance audit with [30] days' written notice.","Omitting audit rights entirely — without them, the client cannot verify SLA performance data, security posture, or regulatory compliance, and must rely entirely on the provider's self-reporting.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify and confirm the legal entities","Enter the full registered legal name, entity type, and jurisdiction of incorporation for both the client and the provider. Verify against corporate registry filings before finalizing.","Ask the provider for a copy of their certificate of incorporation or business registration — misidentifying the contracting entity creates enforcement gaps if disputes arise.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the scope of services in Schedule A","List every function, task, and deliverable the provider will perform with enough specificity that both parties can objectively determine whether the obligation has been met. State explicit exclusions.","Walk through a typical month of operations and list every touchpoint — the easiest way to discover scope gaps before they become billing disputes.",{"step":348,"title":349,"description":350,"tip":351},3,"Set measurable SLA metrics and service credits","For each service category, define the performance standard (uptime %, response time in hours, resolution time in business days), how it is measured, and the service credit formula triggered by a miss.","Use SLA tiers — Severity 1 (system down), Severity 2 (major degradation), Severity 3 (minor issue) — with distinct response and resolution targets for each.",{"step":353,"title":354,"description":355,"tip":356},4,"Complete the fee and invoicing block","Enter the fee amount, structure (fixed monthly, time-and-materials, or per-unit consumption), invoicing date, payment due date, late interest rate, and any annual price adjustment cap.","State the currency explicitly, especially for offshore providers. USD and CAD confusion alone has triggered payment disputes in cross-border arrangements.",{"step":358,"title":359,"description":360,"tip":361},5,"Attach and complete the Data Processing Addendum","If the provider will handle personal data, complete Schedule B as a standalone Data Processing Agreement specifying data categories, processing purposes, sub-processors, retention periods, and deletion obligations.","Under GDPR, a DPA is legally mandatory for any processor handling EU personal data — its absence exposes the client to regulatory fines, not just contractual risk.",{"step":363,"title":364,"description":365,"tip":366},6,"Specify IP ownership and background IP license","Confirm in the IP clause which deliverables are custom (owned by client upon payment) and which are provider Background IP (licensed to client). Attach a list of Background IP tools if practical.","If the provider will build automations, integrations, or scripts, explicitly include these in the custom deliverables list — providers routinely argue they are pre-existing Background IP.",{"step":368,"title":369,"description":370,"tip":371},7,"Set termination notice periods and transition-out obligations","Define the notice period for termination for convenience (typically 60–90 days), the transition-out assistance period, data return format and deadline, and the fee arrangement for transition support.","Negotiate transition-out cooperation at contract execution — providers are far more willing to include reasonable transition obligations before the relationship sours than after notice is served.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before services commence","Both authorized signatories must sign before the provider begins any work. Obtain corporate authority evidence (board resolution or incumbency certificate) for both parties if the contract value is material.","Use electronic signature with a timestamp and IP capture — this timestamps execution definitively and eliminates disputes about when obligations began.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"No detailed Schedule A scope definition","Vague scope language like 'IT support and admin services' makes every dispute a negotiation about what was contracted. Providers bill for out-of-scope work; clients refuse to pay; both lose time and money.","Build Schedule A as a task-by-task service catalog with defined inputs, outputs, and frequency. Review it with the provider's delivery lead — not just the sales team — before signing.",{"mistake":383,"why_it_matters":384,"fix":385},"SLA metrics without a measurement methodology","If uptime is measured differently by the client and provider, service credits become unenforceable. Disputes about the baseline consume more management time than the credits are worth.","Define the measurement tool, data source, calculation formula, and reporting frequency in the SLA schedule. Specify who provides the measurement report and when.",{"mistake":387,"why_it_matters":388,"fix":389},"No transition-out assistance clause","When a provider relationship ends, an uncooperative provider can hold data hostage, refuse to document systems, and drag transition timelines from weeks to months — all at the client's operational expense.","Include a minimum 60-day transition assistance obligation, a data return deadline of 30 days from termination, and a contractual right to retain the provider's key personnel during handoff.",{"mistake":391,"why_it_matters":392,"fix":393},"Liability cap set at one month of fees","A data breach affecting thousands of customer records or a system outage costing days of revenue will far exceed a one-month fee cap — leaving the client bearing almost all of its own loss.","Set the aggregate liability cap at a minimum of 12 months of fees paid, with carve-outs for uncapped liability in cases of gross negligence, willful misconduct, and data breach indemnification.",{"mistake":395,"why_it_matters":396,"fix":397},"No subcontracting approval requirement","If the provider is free to subcontract without notice, sensitive client data can end up at unknown fourth parties with no confidentiality or security obligations to the client.","Require written client consent for new subcontractors, mandate flow-down of confidentiality and data security obligations to all approved subcontractors, and maintain a live subcontractor register as a contract schedule.",{"mistake":399,"why_it_matters":400,"fix":401},"No annual price adjustment cap","A multi-year outsourcing arrangement without a price cap gives the provider contractual leverage to increase fees dramatically at each renewal — especially once the client's operations depend on the service.","Cap annual price adjustments at CPI plus a fixed percentage (e.g., CPI + 2%) and require 90 days' written notice of any price change so the client has time to issue an RFP if the increase is unacceptable.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is an administrative and technology services outsourcing agreement?","An administrative and technology services outsourcing agreement is a legally binding contract between a client company and a third-party provider that governs the delegation of back-office administrative functions — payroll, data entry, HR administration — alongside technology-related services such as IT support, cloud infrastructure, software administration, and help desk. It defines scope, performance standards, fees, data obligations, and termination rights in a single enforceable document that protects both parties throughout the outsourcing relationship.\n",{"question":407,"answer":408},"What is the difference between an outsourcing agreement and an independent contractor agreement?","An independent contractor agreement engages a single self-employed individual for project-based or ongoing work under the client's direction. An outsourcing agreement engages a service company that manages its own staff, processes, and technology to deliver defined outcomes. Outsourcing agreements are typically longer in duration, include SLAs, data protection obligations, and transition-out clauses that are absent from individual contractor arrangements, and involve far greater operational and data security risk that the contract must allocate.\n",{"question":410,"answer":411},"What should a technology services outsourcing agreement include?","At minimum: a detailed scope of services in a Schedule A, measurable SLA metrics with service credit remedies, fee structure and payment terms, data protection obligations and a Data Processing Addendum for personal data, intellectual property ownership for custom deliverables, liability limits and indemnification, subcontracting restrictions, termination notice periods, and transition-out cooperation obligations. Missing any of these creates gaps that become expensive disputes when the relationship encounters difficulty.\n",{"question":413,"answer":414},"Do I need a Data Processing Agreement with my outsourcing provider?","Yes, if the provider will handle personal data on your behalf. Under GDPR, a Data Processing Agreement is legally mandatory for any controller-processor relationship involving EU personal data — the absence of one exposes both parties to regulatory fines. In the US, similar requirements apply under CCPA for California residents' data, HIPAA for protected health information, and various state privacy laws enacted since 2023. Even where not legally required, a DPA is best practice for any arrangement involving customer, employee, or financial data.\n",{"question":416,"answer":417},"What SLA metrics should I include in an outsourcing contract?","The right SLA metrics depend on the services outsourced, but common examples include: system or platform uptime percentage (e.g., 99.5% monthly), Severity 1 incident response time (e.g., 1 hour), Severity 1 resolution time (e.g., 4 hours), help desk ticket response time by severity tier, processing accuracy rate for administrative functions (e.g., 99.9% for payroll), and reporting delivery deadlines. Each metric should specify the measurement method, reporting frequency, and the service credit formula that triggers automatically on a miss.\n",{"question":419,"answer":420},"Who owns work product and software built by an outsourcing provider?","Ownership depends entirely on what the contract says. Without an explicit IP assignment clause, the default position in most common-law jurisdictions is that the creating party — the provider — retains ownership. If the provider builds custom software, automations, integrations, or configurations under the agreement, the contract must expressly assign ownership to the client upon full payment. Providers typically retain ownership of their pre-existing tools and methodologies (Background IP) and license these to the client for use within the deliverables.\n",{"question":422,"answer":423},"How long should an administrative and technology services outsourcing agreement last?","Initial terms of 1–3 years are standard for most administrative and technology outsourcing arrangements. Longer terms — 3–5 years — suit arrangements with significant provider investment in dedicated infrastructure or tooling. Shorter 12-month terms are appropriate when the client is testing a new provider relationship or the services are non-critical. Auto-renewal provisions with a 90-day opt-out notice window are common, but clients should track renewal dates carefully to avoid unintended multi-year commitments.\n",{"question":425,"answer":426},"What termination rights should the agreement include?","A well-drafted outsourcing agreement should include: termination for cause (material breach not cured within 30 days, insolvency, data breach caused by provider negligence), termination for convenience with adequate notice (typically 60–90 days), and termination for change of control if the provider is acquired by a competitor. Each termination right should specify what happens to fees, data return, and transition assistance obligations so the client can exit cleanly without operational disruption.\n",{"question":428,"answer":429},"Is a separate NDA needed with an outsourcing agreement?","A standalone NDA is typically used before the outsourcing agreement is executed — during the RFP, due diligence, and negotiation phase — to protect confidential information shared in that process. Once the outsourcing agreement is signed, its confidentiality clause governs ongoing obligations and typically supersedes the earlier NDA. Confirm the integration clause in the outsourcing agreement addresses this transition explicitly to avoid two overlapping confidentiality regimes.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Financial Services","industry-fintech","Regulatory compliance obligations flow down to providers handling financial data, SOC 2 Type II certification is a standard vendor requirement, and audit rights are exercised annually to satisfy internal and external audit programs.",{"industry":436,"icon_asset_id":437,"specifics":438},"Healthcare","industry-healthtech","HIPAA Business Associate Agreement must be executed as an addendum for any provider handling protected health information, with breach notification timelines of 60 days or less required by regulation.",{"industry":440,"icon_asset_id":441,"specifics":442},"SaaS / Technology","industry-saas","Providers often build custom integrations and automations whose IP ownership is contested without explicit assignment language; cloud infrastructure outsourcing requires uptime SLAs tied to the client's own customer-facing commitments.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services","industry-professional-services","Outsourcing back-office administration — billing, document management, scheduling — requires strict confidentiality provisions to protect client privilege and sensitive engagement data from unauthorized access.",[448,452,455,457],{"vs":449,"vs_template_id":450,"summary":451},"IT Outsourcing Agreement","information-technology-it-outsourcing-agreement-D845","An IT outsourcing agreement covers technology infrastructure, software, and support exclusively. An administrative and technology services outsourcing agreement is broader — it also covers back-office administrative functions such as payroll, HR administration, data entry, and document processing. If the engagement spans both technology and administrative operations, the combined template is the correct choice; if it is purely technology-focused, the IT-specific agreement is more targeted.",{"vs":244,"vs_template_id":453,"summary":454},"managed-services-agreement-D13432","A managed services agreement typically covers ongoing IT operations managed on a subscription basis — monitoring, patching, security, and infrastructure — with a strong focus on SLAs and incident response. An administrative and technology services outsourcing agreement is a broader arrangement that also delegates business process functions and includes transition-out, IP assignment, and audit provisions suited to longer-term strategic outsourcing relationships rather than tactical managed services.",{"vs":85,"vs_template_id":234,"summary":456},"An independent contractor agreement engages an individual for defined project or hourly work. An outsourcing agreement engages a company with its own staff and systems to operate a defined business function. Outsourcing agreements require SLAs, data protection addenda, subcontracting controls, and transition-out obligations that are unnecessary — and overly complex — for a single-person contractor engagement.",{"vs":252,"vs_template_id":458,"summary":459},"consulting-agreement-D92","A consulting agreement covers advisory, strategy, or project-based professional services where the consultant delivers expertise and recommendations. An outsourcing agreement delegates ongoing operational responsibility — the provider runs the function, not just advises on it. The distinction matters for IP ownership (consultants often retain methodologies), SLA structure (operational metrics vs. project milestones), and termination (operational outsourcing requires longer notice and transition assistance).",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Small businesses outsourcing non-critical administrative or technology functions to a reputable domestic provider","Free","1–2 hours to customize",{"best_for":466,"cost":467,"time":468},"Mid-market companies, arrangements involving personal data, cross-border providers, or contract values above $50K annually","$500–$1,500 for a technology or commercial lawyer review","3–7 days",{"best_for":470,"cost":471,"time":472},"Enterprise outsourcing, regulated industries (financial services, healthcare), offshore arrangements, or contracts above $250K annually","$3,000–$15,000+ depending on complexity and jurisdiction","2–6 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","No single federal law governs commercial outsourcing agreements, but sector-specific regulations impose obligations on providers handling certain data types — HIPAA for health information, GLBA for financial data, and CCPA/CPRA for California residents' personal data. State data breach notification laws (all 50 states) set mandatory notification timelines that the contract's breach notice clause must accommodate. Non-compete restrictions on provider personnel vary significantly by state and should be reviewed if key-person continuity is critical.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","PIPEDA (federal) and provincial privacy laws in Quebec (Law 25), Alberta (PIPA), and British Columbia (PIPA) govern personal data handling by outsourcing providers. Quebec's Law 25 imposes some of the strictest requirements in North America, including mandatory privacy impact assessments for cross-border data transfers. Contracts must specify that data stored or processed in Canada is subject to applicable provincial laws, which may differ materially from US data governance obligations the provider is accustomed to.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","Post-Brexit, the UK GDPR and Data Protection Act 2018 govern personal data processing — a Data Processing Agreement is mandatory for controller-processor relationships. The ICO (Information Commissioner's Office) actively enforces breach notification obligations within 72 hours. Outsourcing arrangements in regulated sectors (financial services, healthcare) must comply with FCA and CQC operational resilience requirements, which increasingly scrutinize third-party dependencies and exit planning.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","GDPR Article 28 mandates a written Data Processing Agreement for all controller-processor relationships — failure to execute one is itself a regulatory violation. Cross-border transfers of EU personal data to non-adequate countries (including the US for some purposes) require Standard Contractual Clauses or another transfer mechanism. The EU's DORA regulation (effective January 2025) imposes additional ICT third-party risk management and contractual requirements on financial entities outsourcing technology services within the EU.",[495,245,234,496,249,241,497,498,499,500,501,502],"technology-assignment-agreement-D765","consulting-agreement---long-D12543","service-level-agreement-D778","data-processing-agreement-D13954","master-service-agreement-D12657","vendor-agreement-D13292","business-associate-agreement-D12650","statement-of-work-D12981",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":110,"secondary_folder":505,"document_type":506,"industry":507,"business_stage":508,"tags":509,"confidence":515},"services-and-consulting","agreement","general","all-stages",[510,511,512,513,514],"contract","outsourcing","services-agreement","technology-services","administrative",0.95,"\u003Ch2>What is an Administrative and Technology Services Outsourcing Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Administrative and Technology Services Outsourcing Agreement\u003C/strong> is a legally binding contract between a client company and a third-party service provider that governs the delegation of back-office administrative functions and technology-related services to an external organization. It defines the scope of outsourced work — ranging from payroll administration, data entry, and document management to IT help desk, cloud infrastructure, and software support — alongside the service levels, fees, data protection obligations, IP ownership, and exit procedures that structure the entire relationship. Unlike a simple vendor contract or independent contractor agreement, an outsourcing agreement transfers ongoing operational responsibility for a defined business function to the provider, making precision in drafting critical to protecting the client's data, systems, and continuity.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written outsourcing agreement exposes your business on every front simultaneously. Without a defined scope, providers bill for work you assumed was included and decline work you assumed was covered — and both sides have equal standing in the dispute. Without SLA metrics, a provider delivering 85% uptime has no contractual obligation to do better. Without an IP assignment clause, custom software, automations, and integrations built on your dime may legally belong to the provider. Without a transition-out clause, a departing provider has no obligation to return your data promptly, cooperate with a replacement vendor, or document the systems they operated — giving them substantial leverage over your timeline and budget at exactly the moment you can least afford it. A properly drafted agreement eliminates all four exposures before work begins, at a cost far below what a single unresolved dispute will consume.\u003C/p>\n",1781186036578]