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IT Outsourcing Agreement

IT Outsourcing Agreement Template for Philippines

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Key Requirements PROMPT example:

IT Outsourcing Agreement

"I need an IT Outsourcing Agreement for my healthcare company in Manila, compliant with Philippine healthcare regulations and data privacy laws, to outsource our patient management system maintenance and support services starting March 2025."

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Document background
This IT Outsourcing Agreement is designed for organizations in the Philippines or those operating under Philippine jurisdiction who seek to engage external providers for their information technology services. The document is particularly relevant in today's digital transformation landscape where businesses increasingly rely on specialized IT service providers for efficiency and expertise. It addresses critical aspects required under Philippine law, including compliance with the Data Privacy Act of 2012, the E-commerce Act, and cybersecurity regulations. The agreement is structured to protect both parties' interests while ensuring clear service deliverables, performance metrics, and data protection protocols. It's especially useful for organizations looking to outsource various IT functions such as software development, infrastructure management, cloud services, or technical support, while maintaining compliance with local regulations.
Suggested Sections

1. Parties: Identifies the contracting parties - the service recipient (client) and service provider, including their complete legal names, addresses, and company registration details

2. Background: Outlines the context of the agreement, including the client's business needs and provider's expertise

3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation

4. Scope of Services: Detailed description of IT services to be provided, including specific deliverables and exclusions

5. Service Levels: Defines performance metrics, quality standards, and measurement criteria for the services

6. Term and Termination: Specifies the duration of the agreement, renewal terms, and conditions for termination

7. Charges and Payment Terms: Details the fee structure, payment schedule, and any additional costs or expenses

8. Data Protection and Privacy: Obligations regarding data handling, privacy compliance, and security measures as per Philippine Data Privacy Act

9. Intellectual Property Rights: Addresses ownership and usage rights of pre-existing and newly created IP

10. Confidentiality: Defines confidential information and obligations for its protection

11. Personnel and Resources: Requirements for staff qualifications, training, and resource allocation

12. Governance and Reporting: Establishes management structure, reporting requirements, and communication protocols

13. Warranties and Representations: Statements of assurance from both parties regarding capacity and capability

14. Liability and Indemnification: Limits of liability and obligations to indemnify for various scenarios

15. Force Majeure: Provisions for handling events beyond reasonable control

16. General Provisions: Standard legal clauses including notices, assignment, entire agreement, and governing law

Optional Sections

1. Transition Services: Details the process of transferring services from current provider or in-house team - include when there's an existing provider

2. Business Continuity and Disaster Recovery: Detailed procedures for maintaining service during disruptions - important for critical systems

3. Change Control: Procedures for managing changes to services or specifications - essential for complex or long-term agreements

4. Benchmarking: Provisions for comparing services and prices against market standards - useful for long-term contracts

5. Exit Management: Detailed procedures for service transition at contract end - important for complex services

6. Anti-Corruption and Compliance: Specific provisions regarding anti-bribery and regulatory compliance - essential for international arrangements

7. Parent Company Guarantee: Guarantee from provider's parent company - important when contracting with subsidiaries

8. Insurance Requirements: Detailed insurance obligations - important for high-value or high-risk services

Suggested Schedules

1. Schedule 1 - Service Descriptions: Detailed technical specifications of all services to be provided

2. Schedule 2 - Service Levels and KPIs: Comprehensive metrics, measurement methods, and penalties/rewards

3. Schedule 3 - Charges: Detailed pricing structure, including rate cards and payment milestones

4. Schedule 4 - Client Dependencies: Client obligations and prerequisites for service delivery

5. Schedule 5 - Security Requirements: Detailed security protocols and compliance requirements

6. Schedule 6 - Approved Subcontractors: List of approved third-party providers and their roles

7. Schedule 7 - Data Processing Agreement: Detailed data handling procedures compliant with Philippine Data Privacy Act

8. Schedule 8 - Business Continuity Plan: Detailed procedures for maintaining service continuity

9. Schedule 9 - Transition Plan: Detailed timeline and responsibilities for service implementation

10. Schedule 10 - Exit Plan: Detailed procedures for contract termination and service transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions

























































Clauses



































Relevant Industries

Technology

Banking and Finance

Healthcare

Manufacturing

Retail

Telecommunications

Insurance

Government and Public Sector

Education

E-commerce

Relevant Teams

Information Technology

Legal

Procurement

Operations

Finance

Risk and Compliance

Information Security

Vendor Management

Project Management

Data Protection

Relevant Roles

Chief Information Officer

IT Director

Chief Technology Officer

Procurement Manager

Legal Counsel

Contract Manager

Information Security Officer

Operations Director

Risk Manager

Compliance Officer

Chief Financial Officer

Project Manager

Vendor Management Officer

Technology Manager

Data Protection Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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