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Outsourcing Agreements and Tools

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CPI Partnering Agreements

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.

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Outsourcing Agreements
Table of Contents
 
Module 8 -
Outsourcing Master Agreements

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

  1. 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)
  2. 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)
  3. 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

  1. 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
  2. Master Services Agreement - A large brokerage firm outsources information technology services to a systems integrator that specializes in the financial services industry
  3. Master Development Agreement - Long term agreement to develop, create, test, and deliver software programming on a project by project basis
  4. 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)
  5. 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)
  6. 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)
  7. 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)
  8. 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

  1. Master Services Agreement - A leading healthcare data and research company outsources certain services to a consulting company on a project by project basis
  2. 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
  3. 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

  1. 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)
  2. 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)
  3. Master Agreement for Outsourcing Call Center Support - A major vendor of travel services outsources customer support and telemarketing services to customers and prospective customers
  4. Master Subcontracted Service Provider Agreement - A Prime Contractor hires a Subcontractor to maintain equipment on behalf of the Prime Contractor
  5. Master Services Agreement - A provider of wireless voice and data solutions outsources certain unified communications and information services that it resells to its customers

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Module 9 -
Outsourcing of Information Technology Agreements

These are agreements for the outsourcing of Information Technology services and functions.

  1. Data Management Outsourcing Agreement - Outsourcing of certain information-technology services
  2. 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)
  3. Information Technology Services Agreement - Information Technology outsourcing to consolidate and migrate directory publishing existing systems across a large telephone company
  4. Consulting Agreement - An initial 8 week engagement to assess to develop the basis for a strategic outsourcing of Information Technology services
  5. Systems Services Agreement - Outsourcing of information technology systems and software applications development, maintenance and enhancement for human resources related matters
  6. Technical Services Agreement - Outsourcing of applications support (excluding software development, maintenance and enhancement) to support information technology related to human resources
  7. 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
  8. Professional Services Agreement - A telecommunications company outsources computer integration consulting and training services (services defined on a project by project basis)
  9. Professional Services Agreement - Short Form software development agreement
  10. Software Development Agreement - A large enterprise software company outsources the funding, development and marketing of a specialized version of its enterprise software

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Module 10 -
Outsourcing of Manufacturing Agreements

These are agreements for outsourcing of manufacturing of tangible products.

  1. Brewing Services Agreement - A beer company outsources the brewing of its proprietary malt beverages to another beer company
  2. Contract Manufacturing Agreement - A simple plain vanilla manufacturing agreement
  3. 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
  4. Fountain Manufacturing Agreement - Manufacturer sells its production facilities to an outsourcing organization to assemble, test and package computers and components
  5. 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
  6. 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
  7. Manufacturing Agreement - Outsourcing of the manufacturing of electronic printed circuit board assemblies and box level assemblies
  8. 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
  9. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture and distribute the product
  10. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture the product according to the owner's specifications
  11. Manufacturing and Supply Agreement - The owner of a proprietary product hires an outsourcer to manufacture the product
  12. 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)
  13. 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
  14. Manufacturing Agreement - Outsourcing of the manufacturing of PDA devices (manufacturing, assembly, testing and delivery) to a plant located in Malaysia
  15. Standard Manufacturing Agreement - Outsourcing of the manufacturing of PDA devices (manufacturing, assembly, testing and delivery) to a plant located in Mexico

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Module 11 -
Outsourcing of Business Processes Agreements

These are agreements for the outsourcing of a range of business functions.

  1. Services Agreement - A health care cooperative that acts as a group purchasing agent for its members, outsources healthcare supply chain management
  2. Administration and Marketing Services Agreement - Outsourcing of administrative, accounting, financial, marketing and project support services
  3. Agreement - Bank outsources the provisioning of credit monitoring services for its credit card customers
  4. Agreement - Bank outsources the sales of various services (membership clubs, insurance programs, merchandise and magazine subscriptions) for its credit card customers
  5. Agreement - Financial institution outsources the provisioning and selling of various services and upsells to its credit card customers
  6. 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
  7. Management Services Agreement - Bank outsources cash management, check processing and check collection functions
  8. 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)
  9. 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
  10. Services Agreement - Outsourcing of distribution, telemarketing and order fulfillment
  11. 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)
  12. Management Services Agreement - Long-term outsourcing of the operation of multiplex movie theaters
  13. 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
  14. 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
  15. 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
  16. 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)
  17. Agreement For Transportation Logistics Services - Beer Company outsources its transportation logistics and beer delivery functions
  18. Business Solutions Master Agreement - A retailer outsources its database marketing to an independent marketing agency
  19. Business Travel Agreement - Outsourcing of the procurement of business-travel arrangements and management of business travel costs
  20. 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
  21. 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
  22. 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)
  23. Oil Rig Drilling Contract - An oil exploration company outsources the drilling of wells to a contractor
  24. 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)
  25. 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)
  26. Management Agreement - Owner of a website outsources website operations (services include modifications; management; operation; maintenance; marketing; distribution; advertising; management of affiliate programs)
  27. 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
  28. 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)
  29. 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
  30. 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
  31. Services Agreement - The owner and operator of a number of hotels and casinos outsources the management of these properties

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Module 12 -
Outsourcing - General Agreements

These are a potpourri of outsourcing agreements.

  1. 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
  2. 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
  3. Project Development and Construction Contract - A turnkey, fixed-price agreement to lay underwater cable for a telephone company
  4. 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)
  5. Agreement for ASIC Design and Development - Outsourced design and development of an ASIC chip
  6. 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
  7. 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
  8. Capacity Agreement - A large telecom service provider makes its fiber optic communications system available for use by telecom service provider
  9. 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
  10. 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)
  11. 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)
  12. 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)
  13. 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
  14. 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

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Customization Assistance and Telephone Consultations

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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