Outsourcing Service 
Contract

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PREPARED FOR
[Service Provider Name]

PREPARED BY
[Company Name]

Outsourcing Service Contract

This Outsourcing Service Contract (hereinafter referred to as the “Contract”) is entered into and agreed upon as of [Contract Effective Date] (hereinafter referred to as the “Effective Date”), 

By and Between 

[Company Name], a company incorporated under the laws of [Incorporation State of Company], having its registered office at [Company Address] (hereinafter referred to as the “Company”), and; 

[Service Provider Name], a company incorporated under the laws of [Incorporation State of Service Provider], having its registered office at [Service Provider Address] (hereinafter referred to as the “Service Provider”).

The Company and the Service Provider are collectively referred to as the “Parties” and individually as the “Party”.

WHEREAS, the Company is in the business of [Company Business Description]; 

AND WHEREAS, the Service Provider is in the business of [Service Provider Business Description];

AND WHEREAS, the Company desires to engage the Service Provider to [Service description] (hereinafter referred to as the “Services”), the Service Provider agrees to provide the aforementioned Services.

NOW, THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

TERMS AND CONDITIONS.
 
1. SERVICES.

The Company hereby engages the Service Provider to provide the following Services defined in this Contract:

Service Name	Description
[Service 1 Name]	[Service 1 Description]
[Service 2 Name]	[Service 2 Description]
[Service 3 Name]	[Service 3 Description]

2. FEES AND PAYMENT TERMS.

The Service Provider shall provide [Invoice Frequency] invoices to the Company for Services. The Company shall make payment to the Service Provider within [Payment Due in Days] day(s) from the invoice date via [Mode of Payment]. 
 
Please find below the rates of the Services:

Service Description	Price	Quantity	Subtotal
[Service 1 Description]	$[Service 1 Amount]	[Quantity]	$[Subtotal Amount]
[Service 2 Description]	$[Service 2 Amount]	[Quantity]	$[Subtotal Amount]
[Service 3 Description]	$[Service 3 Amount]	[Quantity]	$[Subtotal Amount]
Total (Inclusive of all taxes): $[Total Amount]

3. TERM.

This Contract shall be effective as of the Effective Date. It shall continue for [Contract Term in Years] year(s) (the “Term”) unless terminated early or extended by mutual written consent between the Parties or by the provisions of this Contract.

4. PRE-EXISTING INTELLECTUAL PROPERTY RIGHTS.

(a) All intellectual property rights existing before the Effective Date will belong to the Party that owned such rights immediately before such date.

(b) The Service Provider will not use any third-party pre‐existing intellectual property in connection with this Contract unless the Service Provider has the right to use it for the Company’s benefit.

(c) The Service Provider will not incorporate any materials from a third party into any deliverables unless the Company provides written consent.

5. INTELLECTUAL PROPERTY.

All concepts, inventions, ideas, patent rights, data, trademarks, materials, and copyrights that are related to the Company shall remain the property of the Company exclusively, except those not specific to the Company and are developed by the Service Provider and provided to the Company.
 
Any concepts, inventions, ideas, patent rights, data, trademarks, materials, and copyrights that are not specific to the deliverables or that relate to the processes and Services developed by the Service Provider under this Contract shall remain the exclusive property of the Service Provider.
 
6. TERMINATION.

(a) The Company may terminate this Contract if the Service Provider fails to perform any of its obligations under this Contract or if there is a breach of any of the warranties provided herein. Suppose such failure is not cured within [Number of Days to Remedy Breach] day(s) (unless extended by the Company) after written notice by the Company. In that case, the Company shall be entitled to seek and obtain all legal remedies available to it.
 
(b) The Service Provider may terminate this Contract if the Company fails to pay the amount due within [Termination Notice Period in Days] day(s) from the date of the written notice by the Service Provider.
 
(c) Upon termination of this Contract, the Service Provider shall immediately deliver to the Company any and all work in progress or completed before the termination date, and the Company shall pay the Service Provider an amount agreed in this Contract for the completed Services and/or deliverables provided and accepted prior to the date of termination.
 
(d) Upon expiration or termination of this Contract for any reason, each Party shall promptly return to the other Party all documents and other material containing confidential information.

7. CONFIDENTIALITY.

All confidential information communicated to or obtained by either of the Parties in connection with the Services mentioned above shall be held by them in full faith. At no time shall the Parties use any confidential information obtained through this association, either directly or indirectly, for personal benefit or to disclose or communicate such information to any third party. This provision shall remain effective after the termination of this Contract.

8. WARRANTIES.

The Service Provider warrants that:

(a) The Services and deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights, or other proprietary rights;

(b) They shall perform the Services mentioned in this Contract in a professional and efficient manner;

(c) They shall comply with all the applicable laws;

(d) They have all the rights, power, and authority to enter into this Contract.

9. INDEMNIFICATION.

Each Party indemnifies and holds the other Party and its authorized persons harmless from and against all claims, liabilities, losses, damages, costs, and expenses suffered or incurred by them arising out of or in connection with this Contract, unless there is an act of gross negligence, wilful misconduct, or bad faith by either Party.

10. INSURANCE.

During the Term, the Service Provider shall maintain adequate insurance in accordance with all applicable laws and regulations. The Service Provider's lack of insurance coverage shall limit its liability under this Contract.

11. ARBITRATION.

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators’ decision shall be final and binding on both Parties.

12. SEVERABILITY.

Suppose any provision of this Contract is deemed invalid or unenforceable, in whole or in part. In that case, that part shall be severed from the remainder of this Contract, and all other provisions shall remain in full force and effect as valid and enforceable.

13. GOVERNING LAW AND JURISDICTION. 

This Contract shall be governed by and construed in accordance with the laws of [Governing Law] without regard to conflict of law principles. Suppose the disputes under this Contract are not resolved by arbitration, in that case, the disputes shall be resolved by litigation in the courts of [Jurisdiction], including the federal courts therein, and all the Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.

14. ENTIRE CONTRACT. 

The Parties acknowledge that this Contract constitutes the entire agreement between the Parties. If the Parties are willing to change, add to, or modify any terms, such changes shall be in writing and signed by both Parties.

15. NOTICES. 

Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the mentioned address.

16. FORCE MAJEURE. 

No Party shall be liable or responsible to the other for any loss or damage or for any delays or failure to perform under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, employee strikes, epidemics, war, riots, flood, fire, sabotage, terrorist acts or any other circumstances of like character.

ACCEPTANCE AND SIGNATURE.

The Parties signing this Contract represent and warrant that they are duly authorized and have the legal capacity to execute and deliver this Contract. 

[Service Provider Name] 

[Company Name] 

Name:  

Name:

Signature:

Signature:

Date: 

Date:

Outsourcing Service Contract Template

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