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Outsourcing Service 
Contract

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Prepared for:
[Service Provider Name]

Prepared by:
[Company Name]

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Outsourcing Service Contract

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

By and Between

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

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

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

WHEREAS the Company is in the business of [business description],

AND WHEREAS the Service Provider is in the business of [business description].

AND WHEREAS the Company desires to engage the Service Provider to [service description] (collectively, "Services") and 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:

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Terms and Conditions

1. Services

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

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

2. Deliverables

The following deliverables shall be provided by the Service Provider to the Company:

Deliverable	Description
[Deliverable 1]	[Details]
[Deliverable 2]	[Details]
[Deliverable 3]	[Details]

3. Compensation

The Service Provider shall provide a monthly invoice for services to the Company. The Company shall make the payment to the Service Provider within [number of days] days from the date of invoice.

Please find below the rates of the services:

Description	Quantity	Price	Subtotal
[Description of Service]	[Number]	$[0.00]	$[0.00]
[Description of Service]	[Number]	$[0.00]	$[0.00]
[Description of Service]	[Number]	$[0.00]	$[0.00]

Grand Total: $[0.00]
(Inclusive of All Taxes)

Date: [Invoice Date]

4. Term

This Contract shall be effective as of the Effective Date and shall continue for [time period] years ("Term") unless terminated early or extended by mutual written consent between the Parties or by the provisions of this Contract.

5. Pre-existing Intellectual Property Rights

All Intellectual Property Rights existing prior to the Effective Date will belong to the Party that owned such rights immediately prior to such date ("Pre-Existing Intellectual Property Rights").
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.
Service Provider will not incorporate any materials from a third party into any Deliverables unless written consent is provided by the Company.

6. Intellectual Property

All concepts, inventions, ideas, patent rights, data, trademarks, materials, and copyrights that are related to the Company's products shall remain the property of the Company exclusively, except those not specific to Company's products 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.

7. Termination

The Company may terminate this Contract if the Service Provider fails to perform any of its obligations under this Contract or if a breach of any the warranties provided herein, and if such failure is not cured within [number of days] days (unless extended by the Company) after written notice by the Company, the Company shall be entitled to seek and obtain all remedies available to it in law.

The Service Provider may terminate this Contract if the Company fails to pay the amount due within [number of days] days from the date of the written notice by the Service Provider.

Upon termination of this Contract, the Service Provider shall immediately deliver the Company with any and all work in progress or completed prior to 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.

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.

8. Confidentiality

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

9. Warranties

The Service Provider warrants that:
The Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights;
It shall perform the Services mentioned in this Contract in a professional and efficient manner;
It shall comply with all the applicable laws;
It has all the rights, power, and authority to enter into this Contract.

10. 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. 

11. Insurance

During the Term, the Service Provider shall maintain adequate insurance as required by any applicable law or regulation. Service Provider's lack of insurance coverage shall limit any liability under this Contract.

12. 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] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

13. Miscellaneous

Severability: In the event, any provision of this Contract is deemed to be invalid or unenforceable, in whole or part, 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.
Governing Law: This Contract shall be governed by and construed in accordance with the laws of the [State] without regard to conflict of law principles. If the disputes under this Contract are not resolved by Arbitration, the disputes shall be resolved by litigation in the courts of the [State/Court/Region] 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 it.
Entire Agreement: The Parties acknowledge that this Contract sets forth and represents the entire Contract between both the Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.
Notice: Any notice that is required by this Contract shall be in writing and shall be given to the appropriate party by personal delivery or certified mail, postage prepaid, or any such delivery service provided.
Force Majeure: Neither of the Parties shall be liable for any failure in performance of any obligation under this Contract due to causes beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority and other acts of God) during the pendency of such event.

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. 

[Company Name]

[Service Provider Name]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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