Partnering Agreements

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Human Resources Outsourcing
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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.

Human Resources agreements are distributed among several of the modules. To help you identify them, we've culled them out and provide you below with a short description of each one.

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

Human Resources
Agreement Descriptions
  • Module 1 - Marketing, Sales and Distribution Agreements (26 agreements)
    • No Human Resources Agreements
  • Module 2 - Supply and Sourcing Related Agreements (26 agreements)
    • No Human Resources Agreements
  • Module 3 - Financing and Equity Related Agreements (10 agreements)
    • No Human Resources Agreements
  • Module 4 - Product and Technology Development Agreements (15 agreements)
    • No Human Resources Agreements
  • Module 5 - Joint Venture Agreements (12 agreements)
    • No Human Resources Agreements
  • Module 6 - Dissolution, Restructuring and Termination Agreements (5 agreements)
    • No Human Resources Agreements
  • Module 7 - Letters of Intent, Term Sheets, Letter Agreements and MOUs (11 documents)
    • We recommend this module as a general complement to any of the other modules.
  • Module 8 - Outsourcing Master Agreements (19 agreements)
    • 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)
  • Module 9 - Outsourcing of Information Technology Agreements (10 agreements)
    • 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)
  • Module 10 - Outsourcing of Manufacturing Agreements (15 agreements)
    • No Human Resources Agreements
  • Module 11 - Outsourcing of Business Processes Agreements (31 agreements)
    • Administration and Marketing Services Agreement - Outsourcing of administrative, accounting, financial, marketing and project support services
    • 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)
    • 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
    • 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
    • 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)
  • Module 12 - Outsourcing - General Agreements (14 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
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

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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'..."

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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

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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.

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The CPI Acquisitions Kit -

  • 3 Different Asset Purchase Letters of Intent
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  • 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

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