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CPI
Partnering Agreements
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The CPI Partnering
Agreements are a collection of Joint Venture, Strategic Alliance
and Partnering agreements. There are over 180 agreements organized
into 12 modules grouped by interest area.
These interest
areas include five types of Outsourcing agreements:
- Outsourcing
Master Agreements (Module 8 comprising 19 agreements)
- Information
Technology Outsourcing (Module 9 comprising 10 agreements)
- Manufacturing
Outsourcing (Module 10 comprising 15 agreements)
- Business
Process Outsourcing (Module 11 comprising 31 agreements)
- General
Outsourcing Agreements (Module 12 comprising 14 agreements)
See Also:
- Human
Resources Outsourcing Agreements (click
here)
- Information
Technology Outsourcing Agreements (click
here)
- Healthcare
/ Pharmaceutical / Biomed / Biotech Outsourcing Agreements
(click
here)
These are
real agreements that have been used by real companies in a variety
of industries encompassing a wide range of deal structures and
situations, at least one of which is likely to fit your situation.
They illustrate common outsourcing practices, provisions and deal
structures.
All forms
and agreements are provided in MS Word format. See table
of contents for more details.
Master
Table of Contents
- Order Your Copy |
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Outsourcing
Agreements
Table of Contents
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Module
8 -
Outsourcing Master Agreements |
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These are "Master" or "Framework"
agreements which provide an umbrella set of terms and procedures
for a series of transactions each of which is triggered by a separate
order, purchase order, statement of work or other trigger. Large
organizations often use them to remove transactional overhead
with pre-approved vendors by utilizing a single contract to cover
all transactions with them as well as with their affiliates.
Human Resources
- Master Services Agreement
- Outsourcing
of human resources and accounts payable services and associated
processes (including collection of time and attendance data;
calculation, reporting, payment of and accounting for pay and
deductions; responding to and resolving employee payroll issues
and inquiries; capturing, tracking, modifying and reporting
all human relations related data (including current, terminated,
vested, deceased, and annuitant employees); operating and maintaining
the information technology environment which support human resources
related processes; managing reimbursement of employee business
expenses)
- Master Services Agreement
- An extensive
and detailed 80+ page agreement (with over 100 pages of exhibits)
for the outsourcing of the Human Resources function of a Fortune
500 corporation (services include both Human Resources and related
Information Technology services)
- Framework Agreement - Outsourcing
of human resources by a large multinational corporation with
employees in many countries (outsourced services include training;
organizational development; HR strategy; labor relations; expatriate
relocation and administration; HR information services; employee
records; benefits; compensation; employee relations; compliance;
vendor administration; payroll; employee development; resourcing
and recruiting; severance; performance management; domestic
relocation administration; HR Information Technology; automating
transactions and employee access by implementing an online human
resources portal; consolidating human resource transactions
and support activities into service centers containing call
center technology, knowledge base, case management and work
flow data warehousing; implementing best practice human resources
processes and procedures; rationalizing and integrating other
third party service providers) (the servicer gets an exclusive
first right to offer to provide HR services with the opening
of each new country)
Information Technology
- Framework Agreement For Information
Technology - A
framework agreement to make it easy for General Motors and its
many affiliates to purchase software and related services from
an information technology vendor through the issuance of Requests
For Proposal followed by a time-efficient and cost-effective
manner contracting process
- Master Services Agreement
- A large brokerage
firm outsources information technology services to a systems
integrator that specializes in the financial services industry
- Master Development Agreement
- Long term
agreement to develop, create, test, and deliver software programming
on a project by project basis
- Master Services Agreement
- A Fortune
50 company outsources Information Technology services and software
development on behalf of itself, its affiliates and its joint
ventures (services to be provided on a project by project basis)
- Professional Services Agreement
- Short Form
master services agreement for the outsourcing of Information
Technology services and software development (services to be
provided on a project by project basis)
- Professional Services Agreement
- Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to be
provided on a project by project basis)
- Information & Support Services
Contract - Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to be
provided on a project by project basis)
- Professional Services Agreement
- Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to be
provided on a project by project basis)
Health Care / Pharmaceutical
- Master Services Agreement
- A leading
healthcare data and research company outsources certain services
to a consulting company on a project by project basis
- Master Development Agreement
- A large pharmaceutical
company outsources software development, installation and implementation,
systems analysis and design, data processing and computer programming
on a project by project basis
- Master Services Agreement
- Two sponsors
of Phase 3 clinical studies of an cancer vaccine outsource data
management and support services for the clinical studies with
the scope of the services to defined be defined by a series
of work orders
Other
- Master Services Agreement
- The owner,
manager and/or licensor of numerous hotel chains outsources
interactive television guest services and information as well
as the provision of a pay-per-view, pay-per-day, and other subscription
entertainment services to its guests (including cable and Internet
programming, movies, video on demand and video games on equipment
provided and maintained by the supplier)
- Master Services Agreement
- A major transportation
company supplies warehouse distribution services to a retailer
(includes warehouse and inventory management; distribution,
returns processing; general purpose warehouse equipment and
proprietary warehouse management software)
- Master Agreement for Outsourcing
Call Center Support - A
major vendor of travel services outsources customer support
and telemarketing services to customers and prospective customers
- Master Subcontracted Service
Provider Agreement - A
Prime Contractor hires a Subcontractor to maintain equipment
on behalf of the Prime Contractor
- Master Services Agreement
- A provider
of wireless voice and data solutions outsources certain unified
communications and information services that it resells to its
customers
Order Your Copy
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Module
9 -
Outsourcing of Information
Technology Agreements |
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These are agreements for the outsourcing
of Information Technology services and functions.
- Data Management Outsourcing Agreement
- Outsourcing
of certain information-technology services
- Outsourcing Services Agreement
- Information
technology outsourcing of multiple data centers (services include
Back-Office Support including customer billing; customer collections;
financial reporting and analytical support; certain insurance
coverages; Vendor Management including negotiating vendor contracts;
payments to vendors and landlords, provisioning certain vendor
services; Sales and Customer Support including customer support;
sales and renewals; Operations including facility management;
security services; facilities maintenance; Strategic Functions
including strategy planning, capital investment advice, business
and corporate development advice)
- Information Technology Services
Agreement - Information
Technology outsourcing to consolidate and migrate directory
publishing existing systems across a large telephone company
- Consulting Agreement - An
initial 8 week engagement to assess to develop the basis for
a strategic outsourcing of Information Technology services
- Systems Services Agreement
- Outsourcing
of information technology systems and software applications
development, maintenance and enhancement for human resources
related matters
- Technical Services Agreement
- Outsourcing
of applications support (excluding software development, maintenance
and enhancement) to support information technology related to
human resources
- Consulting Letter - A
temporary interim letter agreement for the configuration and
establishment of a functioning hosting environment prior to
formalizing a long term agreement for a technology company to
outsource the long term hosting of an ASP service
- Professional Services Agreement
- A telecommunications
company outsources computer integration consulting and training
services (services defined on a project by project basis)
- Professional Services Agreement
- Short Form
software development agreement
- Software Development Agreement
- A large enterprise
software company outsources the funding, development and marketing
of a specialized version of its enterprise software
Order Your Copy
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Module
10 -
Outsourcing of Manufacturing Agreements |
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These are agreements for outsourcing
of manufacturing of tangible products.
- Brewing Services Agreement
- A beer company
outsources the brewing of its proprietary malt beverages to
another beer company
- Contract Manufacturing Agreement
- A simple
plain vanilla manufacturing agreement
- Development and Manufacturing
Agreement - An
inventor of medical devices outsources the manufacturing of
a heart monitor and defibrillator device to a firm with experience
in the design, engineering, and manufacture of medical devices
for the health care industry in a two stages: (a) to develop
a prototype and (b) to manufacture it
- Fountain Manufacturing Agreement
- Manufacturer
sells its production facilities to an outsourcing organization
to assemble, test and package computers and components
- Manufacturing Agreement -
Customer leases
machinery and technology and licenses certain intellectual property
to a manufacturer to be used in the manufacturer's facilities
to manufacture products to be resold by the customer
- Manufacturing Agreement -
The customer,
engaged in the discovery, development, and commercialization
of new pharmaceuticals, hires an outsourcer (who specializes
in biological development and manufacturing services) to manufacturer
its pharmaceuticals
- Manufacturing Agreement -
Outsourcing
of the manufacturing of electronic printed circuit board assemblies
and box level assemblies
- Manufacturing and Packaging Agreement
- The owner
of patent rights to sustained release morphine hires a leading
provider of contract pharmaceutical development, manufacturing,
packaging, analytical, and sales and marketing services to provide
manufacturing and packaging for the patented pharmaceutical
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
and distribute the product
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product according to the owner's specifications
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product
- Master Manufacturing Agreement
- Developer
of electronic products hires a manufacturer to manufacture,
produce, assemble, test and package these products (master agreement
is intended to be supplemented as additional products are added
by mutual agreement)
- Receiver Integrated Circuits
Agreement - Satellite
radio company outsources the design, prototyping and fabrication
of a satellite radio receiver and the related chipset around
which its entire business is based, subject to evolving specifications
for the chip set and receiver
- Manufacturing Agreement -
Outsourcing
of the manufacturing of PDA devices (manufacturing, assembly,
testing and delivery) to a plant located in Malaysia
- Standard Manufacturing Agreement
- Outsourcing
of the manufacturing of PDA devices (manufacturing, assembly,
testing and delivery) to a plant located in Mexico
Order Your Copy
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Module
11 -
Outsourcing of Business Processes Agreements |
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These are agreements for the outsourcing
of a range of business functions.
- Services Agreement - A
health care cooperative that acts as a group purchasing agent
for its members, outsources healthcare supply chain management
- Administration and Marketing
Services Agreement - Outsourcing
of administrative, accounting, financial, marketing and project
support services
- Agreement - Bank
outsources the provisioning of credit monitoring services for
its credit card customers
- Agreement - Bank
outsources the sales of various services (membership clubs,
insurance programs, merchandise and magazine subscriptions)
for its credit card customers
- Agreement - Financial
institution outsources the provisioning and selling of various
services and upsells to its credit card customers
- Agreement For Services Administration
- Bank outsources
credit fraud prevention, detection, monitoring and notification
services and in exchange permits the outsourcer to market its
offerings to the Bank's customers
- Management Services Agreement
- Bank outsources
cash management, check processing and check collection functions
- Management Services Agreement
- A check processing
company outsources almost all of its functions to a consulting
company (paid on a cost-plus and performance bonus basis) which
in turn assigns several of its own customer contracts to the
check processing company (the extensive set of services to be
provided include purchasing of all services and goods; advertising
and customer acquisition activities; establishing pricing and
packaging for customer services; strategic market advice and
service direction for each line of business; planning product
and service enhancements; negotiating and signing all customer
contracts as well as contracts with other service providers;
supervising the administration and monitoring the performance
of all services provided to customers; maintaining office facilities
and providing internal data processing services; internal executive
and administrative services; cash management and risk management
advice; bookkeeping; preparing monthly financial reports; furnishing
financial advice and services including preparation of operating
budgets; preparing business proposals to be presented to the
Board of Directors; preparation and distribution of materials
for Board of Directors meetings; preparation of shareholder
reports; coordinating the provision of legal advice and counsel;
obtaining and maintaining all required government licenses;
effecting loans and investments)
- Service Agreement - Outsourcing
of storage and warehousing, order processing, fulfillment, data
management, client account maintenance, print, media, advertising
specialty items, Internet services, and other aspects of marketing
support
- Services Agreement - Outsourcing
of distribution, telemarketing and order fulfillment
- Agreement for Aircraft Maintenance
Services - Long
term outsourcing agreement by an airline for aircraft maintenance
checks and modification support (including aircraft painting,
maintenance checks and modifications, engineering, aircraft
storage, component repair and overhaul)
- Management Services Agreement
- Long-term
outsourcing of the operation of multiplex movie theaters
- Management Agreement - Long
term outsourcing of the operation of multiplex movie theaters
between two affiliated companies sharing mutual ownership (the
extensive set of services to be provided include selecting and
booking films; advertising and promotion; auditing, accounting
and bookkeeping; federal, state and local income tax returns;
maintain compliance with statutes, ordinances, laws, rules,
regulations; secure and maintain licenses, permits and authorizations;
hiring, supervising, promotion and discharge of employees and
managers; contracting for utilities, maintenance, alterations,
renovations and repairs; the sole and exclusive authority to
contracts and agreements
- Human Resources Services Agreement
- Outsourcing
of the human resource function (services include payroll, benefits,
employee data and records management, employee services, management
of existing third party service suppliers
- Agreement for Billing and Collection
Services for Directory Publishers - Telephone
company provides billing and collection services to a company
in the business of publishing hard copy and electronic telephone
directories and generating revenue by selling related advertising
- Long Term Access and Services
Agreement - A
multinational Tier 1 automotive supplier outsources critical
portions of its purchasing function by outsourcing the provisioning
of a world wide online marketplace to enable it to generate
online auctions in order to procure parts, materials or services
from competing suppliers (services include both the auction
software as well as services to establish and maintain competitive
bidding environments)
- Agreement For Transportation
Logistics Services - Beer
Company outsources its transportation logistics and beer delivery
functions
- Business Solutions Master Agreement
- A retailer
outsources its database marketing to an independent marketing
agency
- Business Travel Agreement
- Outsourcing
of the procurement of business-travel arrangements and management
of business travel costs
- Call Center Service Agreement
- A real-time
medical information and related services via the Internet, outsources,
on an exclusive basis, the operation of its call centers to
a provider of medical assistance products and services (this
same provider also makes an equity investment in its client
to be paid for with credits for services rendered) and in exchange
agrees to promote the providers services to its customers
- Contract Services Agreement
- Agreement
in which an Icelandic corporation performs certain pharmacogenomic
development studies for which it's access to Icelandic population
makes it particularly well suited
- Teleservices Agreement -
Retailer outsources
its contact center and customer services (services include order
management; order placement; order inquiries; shipment tracking;
billing information and reconciliation; product knowledge assistance;
complaint resolution; contact center services including inbound
phone, email, escalation procedures; returns; pre-sale and post-sale
inquiries via phone, email chat, fax or postal service; order
placement; order status inquiry; shipment tracking issues; complaints;
policy inquiry; resolving incorrect/damages/defective goods;
order issues; satisfaction resolutions; escalations; customer
credits and claims)
- Oil Rig Drilling Contract
- An oil exploration
company outsources the drilling of wells to a contractor
- Global Trade Services Agreement
- A major automobile
manufacturer outsources import and export trade management services
(services include managing agreements with third party brokers
and freight forwarders; monitoring and providing notices of
renewal, termination, cancellation dates and fees of the managed
agreements; notification of contract claims by the third parties;
coordination with customs service providers, including problem
resolution)
- Host Reservation Services Agreement
- Provision
and implementation of a proprietary airline reservation system
(includes implementation; timeframe planning; data center implementation;
system integration services; reference material; support services)
- Management Agreement - Owner
of a website outsources website operations (services include
modifications; management; operation; maintenance; marketing;
distribution; advertising; management of affiliate programs)
- Private Label Credit Card Program
Agreement - Victoria's
Secret and Lone Mountain Factoring - A factoring company and
a bank provide a specialty retailer with a private label credit
card
- Procurement Agreement - The
owner, operator and franchiser of restaurants and hospitality
businesses located worldwide outsources its procurement function
(services include of negotiating and contracting for the procurement
of food and beverages; supplies; uniforms; furniture; fixtures,
decor; equipment)
- Service Agreement - An
established major charge card processing company provides back
room data processing and other related services to a small charge
card issuer in a rapidly growing market
- Services Agreement - A
major vendor of consumer financial software outsources the insurance
related services it offers to its customers, to a leading provider
of on-line insurance quotations and applications
- Services Agreement - The
owner and operator of a number of hotels and casinos outsources
the management of these properties
Order Your Copy
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Module
12 -
Outsourcing - General Agreements |
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These are a potpourri of outsourcing
agreements.
- Services and License Agreement
- A large healthcare
organization with numerous affiliated companies outsources the
processing of electronic health claims to an electronic healthcare
information company that specializes in health care industry
electronic data interchange products and services
- Contract for Turnkey Construction
Project - The
design and construction of an innovative warehousing system
including 26 distribution center facilities that represent the
essence of a new business and its business model
- Project Development and Construction
Contract - A
turnkey, fixed-price agreement to lay underwater cable for a
telephone company
- Technology Development and License
Agreement - Establishment
of a Joint Venture entity by two computer chip competitors in
order to share development costs for mutually agreed facilities,
tasks and technologies (utilizing a highly organized governance
structure)
- Agreement for ASIC Design and
Development - Outsourced
design and development of an ASIC chip
- Development Agreement - Casino
Development project in which the City outsources, to a private
real estate developer, the economic development and revitalization
of a blighted area
- Development Agreement - The
developer and manufacturer of biometric security systems outsources
the development of a new biometric imaging technology and related
products and services to a company that specializes in imaging
components and products
- Capacity Agreement - A
large telecom service provider makes its fiber optic communications
system available for use by telecom service provider
- Panel Maintenance Agreement
- A large media
ratings company provides a smaller media ratings company in
an emerging market with consumer panels as well as proprietary
analytical and statistical protocols, methodologies and technologies
- Professional Services Agreement
- A vendor
of millimeter-wave wireless outsources the development of an
outdoor transmitter unit (services include project plan; critical
design review; documentation package; five engineering prototypes;
design verification report for the prototypes; five pre-production
units; design verification report for the pre-production units;
regulatory approvals; product information database including
polymer composition info, test reports, electromagnetic compatibility
data, reliability data; systemic failure notifications, mechanical
drawings; schematics; bills of materials)
- Services Agreement - A
Letter Agreement under which an organization that is in the
business of developing and licensing technology, often taking
equity stakes in licensees, outsources the management of merger
and acquisition transactions, capital market financings, investment
opportunities, negotiations and valuation work with companies
in which it holds minority or majority interests (compensation
to the company providing the services is by way of an attached
Stock Warrant)
- Services Agreement - One
of the owners of a Joint Venture entity provides management
services to that entity (services include office space; related
office services such as utilities, telecommunications equipment,
general office supplies, mailroom services, cleaning services;
maintenance services; general office equipment; administrative
support including payroll processing, accounting, purchasing,
management information, recruiting, other human resource and
facility services; accounting services)
- Strategic Agreement - The
owner and distributor of a video sports channel agrees to carry
exclusively the programming materials of a leading provider
of content to sports enthusiasts in exchange for monetary compensation
as well as an equity ownership interest in the content provider
- Teleport Services Agreement
- The provider
of live and on-demand interactive video presentations to large
audiences outsources provisioning of its dedicated satellite
uplink facilities and satellite transponders to a major telecommunications
company that owns a major satellite uplink facility and communication
links
Order Your Copy
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Customization
Assistance and Telephone Consultations
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Help is available if
you would like assistance in selecting, modifying or using any
of these documents. The lawyer who compiled them is available
at reasonable rates to help you. Mr. Sahakian can be reached by
calling 888-Lean-Law (888-532-6529) (call 847-677-1457 outside
the US). Ask for Heidi.
Curt
Sahakian, Attorney at Law, Chicago, Illinois USA CurtSahakian.com
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Corporate
Partnering - A How-To Handbook - A practical 296 page handbook
on forming Joint Ventures, Strategic Alliances, Partnerings. Includes
over 100 partnering examples. How to use 25 basic partnering agreements
and 10 basic partnering structures; 7 funding techniques; 8 ways
to handle deadlocks; the 5 basic buy/sell structures; The "Deadly
Dozen" most dangerous mistakes; How to use a unique tool called
a "deal sheet" - a tool that walks you step-by-step through the
deal formulation process; "...a concrete, practical, step-by-step
guide...over 100 partnering examples... explains how to use 25
basic partnering agreements...outlines the value and use of 'deal
sheets'..."
Table
of Contents
- Order Your Copy
Sahakian's
Key Partnering Checklists - Checklists for: Marketing and
Distribution Agreements, License Agreements, R&D Agreements, Manufacturing/Supply,
Outsourcing, Facilities Management, Guarantees, Letters of Credit,
Proprietary Rights, and Non-competition Agreements. Also includes
the CPI Legal Fee Guidelines. 165 pages
Table
of Contents
- Order Your Copy
The
CPI Deal Making Kit - The CPI Deal Making Kit is a set of
documents and templates designed to help you glue together and
close your deals. (provided in MS Word format files)
Includes:6
Letters of Intent, 4 Deal Sheets, 1 Memorandum of Understanding,
8 deal agreements (3 Deal Sheet Agreements, 5 NDAs, a Finders
agreement), a Multi-Purpose Addendum and Letter of Amendment and
exhibit and schedule forms.
More
Information - Table
of Contents - Order Your Copy
The
CPI Acquisitions Kit -
- 3 Different
Asset Purchase Letters of Intent
- 3 Different
Stock Purchase Letters of Intent
- 2 Different
Stock Swap / Stock Purchase Deal Sheets
- 1 Deal
Sheet Agreement for a Joint Venture with Equity Investment
- 1 Detailed
Term Sheet for Merger of Two Companies into a Surviving Company
- 1 Letter
of Intent for a Merger of Two Companies into a Surviving Company
- 3 Different
Letters of Intent for purchase of bankrupt or financially troubled
companies
- 1 Acquisition
Due Diligence Information Request Letter
- 1 Acquisition
Due Diligence Non-Disclosure Agreement
More
Information - Table
of Contents - Order
Your Copy
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CPI
Tools and Guides
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- CPI
Guides
- CPI
Tools (in MS Word format)
- Other
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