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The Outsourcing Agreement Between Two Companies is a critical legal document used when one company (the service provider) agrees to perform specific business functions or services for another company (the client) in the Philippines. This agreement has become increasingly important with the Philippines' position as a leading global outsourcing destination. The document addresses key aspects including service scope, performance metrics, data protection (particularly under the Data Privacy Act of 2012), intellectual property rights, and compliance with Philippine labor laws and regulations. It's particularly relevant for both domestic and international outsourcing arrangements, providing necessary legal protections and operational clarity for both parties while ensuring compliance with Philippine jurisdiction requirements. The agreement typically includes detailed schedules for service levels, pricing, and operational procedures, making it suitable for various outsourcing scenarios from IT services to business process outsourcing.

1. Parties: Identification of the contracting parties with their complete legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the outsourcing arrangement

3. Definitions: Detailed definitions of technical terms, industry-specific terminology, and key concepts used throughout the agreement

4. Scope of Services: Detailed description of services to be provided, including service levels, deliverables, and performance metrics

5. Term and Renewal: Duration of the agreement, commencement date, and conditions for renewal or extension

6. Payment Terms: Pricing structure, payment schedule, invoicing procedures, and currency specifications

7. Service Provider Obligations: Key responsibilities, performance standards, reporting requirements, and compliance obligations of the service provider

8. Client Obligations: Responsibilities of the client, including provision of necessary information, access, and resources

9. Intellectual Property Rights: Ownership and licensing of pre-existing and newly created intellectual property

10. Confidentiality: Protection of confidential information, trade secrets, and data security requirements

11. Data Protection: Compliance with Philippine Data Privacy Act and data handling procedures

12. Personnel: Requirements for staff qualifications, security clearance, and management of personnel changes

13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

14. Force Majeure: Events excusing performance and procedures for handling force majeure situations

15. Termination: Grounds for termination, notice requirements, and consequences of termination

16. Exit Management: Procedures for transition of services upon termination or expiry

17. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

18. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement provisions