| |
|
|
|
 |
 |
|
PARTNERING AIDS
PARTNERING SERVICES
WHAT IS PARTNERING?
COMPANY INFO
CONTACT US
800-948-1700
SPONSORED SITES
|
|
|
|
|
|
|
|
|
CPI
Outsourcing Agreements |
|
|
A
Collection of -
Joint Venture, Strategic Alliance and 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. These
interest areas include five types of Outsourcing agreements:
- Outsourcing
Master Agreements (Module 8 comprising 19 agreements)
- Information
Technology Outsourcing (Module 9 comprising 10 agreements)
- Manufacturing
Outsourcing (Module 10 comprising 15 agreements)
- Business
Process Outsourcing (Module 11 comprising 31 agreements)
- General
Outsourcing Agreements (Module 12 comprising 14 agreements)
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
Form
|
|
|
Module
8 -
Outsourcing Master Agreements |
|
|
Human Resources
- 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)
Information Technology
- Framework Agreement For Information
Technology - A
framework agreement to make it easy for General Motors and
its many affiliates to purchase software and related services
from an information technology vendor through the issuance
of Requests For Proposal followed by a time-efficient and
cost-effective manner contracting process
- Master Services Agreement
- A large
brokerage firm outsources information technology services
to a systems integrator that specializes in the financial
services industry
- Master Development Agreement
- Long term
agreement to develop, create, test, and deliver software programming
on a project by project basis
- Master Services Agreement
- A Fortune
50 company outsources Information Technology services and
software development on behalf of itself, its affiliates and
its joint ventures (services to be provided on a project by
project basis)
- Professional Services Agreement
- Short Form
master services agreement for the outsourcing of Information
Technology services and software development (services to
be provided on a project by project basis)
- Professional Services Agreement
- Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to
be provided on a project by project basis)
- Information & Support Services
Contract - Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to
be provided on a project by project basis)
- Professional Services Agreement
- Standard
Form master services agreement for the outsourcing of Information
Technology services and software development (services to
be provided on a project by project basis)
Health Care / Pharmaceutical
- Master Services Agreement
- A leading
healthcare data and research company outsources certain services
to a consulting company on a project by project basis
- Master Development Agreement
- A large
pharmaceutical company outsources software development, installation
and implementation, systems analysis and design, data processing
and computer programming on a project by project basis
- Master Services Agreement
- Two sponsors
of Phase 3 clinical studies of an cancer vaccine outsource
data management and support services for the clinical studies
with the scope of the services to defined be defined by a
series of work orders
Other
- Master Services Agreement
- The owner,
manager and/or licensor of numerous hotel chains outsources
interactive television guest services and information as well
as the provision of a pay-per-view, pay-per-day, and other
subscription entertainment services to its guests (including
cable and Internet programming, movies, video on demand and
video games on equipment provided and maintained by the supplier)
- Master Services Agreement
- A major
transportation company supplies warehouse distribution services
to a retailer (includes warehouse and inventory management;
distribution, returns processing; general purpose warehouse
equipment and proprietary warehouse management software)
- Master Agreement for Outsourcing
Call Center Support -
A major vendor
of travel services outsources customer support and telemarketing
services to customers and prospective customers
- Master Subcontracted Service
Provider Agreement -
A Prime Contractor
hires a Subcontractor to maintain equipment on behalf of the
Prime Contractor
- Master Services Agreement
- A provider
of wireless voice and data solutions outsources certain unified
communications and information services that it resells to
its customers
Order
Form
|
|
|
Module
9 -
Outsourcing of Information Technology Agreements |
|
|
These are agreements for the outsourcing
of Information Technology services and functions.
- Data Management Outsourcing
Agreement - Outsourcing
of certain information-technology services
- 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)
- Information Technology Services
Agreement - Information
Technology outsourcing to consolidate and migrate directory
publishing existing systems across a large telephone company
- Consulting Agreement -
An initial
8 week engagement to assess to develop the basis for a strategic
outsourcing of Information Technology services
- Systems Services Agreement
- Outsourcing
of information technology systems and software applications
development, maintenance and enhancement for human resources
related matters
- Technical Services Agreement
- Outsourcing
of applications support (excluding software development, maintenance
and enhancement) to support information technology related
to human resources
- Consulting Letter - A
temporary interim letter agreement for the configuration and
establishment of a functioning hosting environment prior to
formalizing a long term agreement for a technology company
to outsource the long term hosting of an ASP service
- Professional Services Agreement
- A telecommunications
company outsources computer integration consulting and training
services (services defined on a project by project basis)
- Professional Services Agreement
- Short Form
software development agreement
- Software Development Agreement
- A large
enterprise software company outsources the funding, development
and marketing of a specialized version of its enterprise software
Order
Form
|
|
|
Module
10 -
Outsourcing of Manufacturing Agreements |
|
|
These are agreements for outsourcing
of manufacturing of tangible products.
- Brewing Services Agreement
- A beer
company outsources the brewing of its proprietary malt beverages
to another beer company
- Contract Manufacturing Agreement
- A simple
plain vanilla manufacturing agreement
- Development and Manufacturing
Agreement - An
inventor of medical devices outsources the manufacturing of
a heart monitor and defibrillator device to a firm with experience
in the design, engineering, and manufacture of medical devices
for the health care industry in a two stages: (a) to develop
a prototype and (b) to manufacture it
- Fountain Manufacturing Agreement
- Manufacturer
sells its production facilities to an outsourcing organization
to assemble, test and package computers and components
- Manufacturing Agreement
- Customer
leases machinery and technology and licenses certain intellectual
property to a manufacturer to be used in the manufacturer's
facilities to manufacture products to be resold by the customer
- Manufacturing Agreement
- The customer,
engaged in the discovery, development, and commercialization
of new pharmaceuticals, hires an outsourcer (who specializes
in biological development and manufacturing services) to manufacturer
its pharmaceuticals
- Manufacturing Agreement
- Outsourcing
of the manufacturing of electronic printed circuit board assemblies
and box level assemblies
- Manufacturing and Packaging
Agreement - The
owner of patent rights to sustained release morphine hires
a leading provider of contract pharmaceutical development,
manufacturing, packaging, analytical, and sales and marketing
services to provide manufacturing and packaging for the patented
pharmaceutical
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
and distribute the product
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product according to the owner's specifications
- Manufacturing and Supply Agreement
- The owner
of a proprietary product hires an outsourcer to manufacture
the product
- Master Manufacturing Agreement
- Developer
of electronic products hires a manufacturer to manufacture,
produce, assemble, test and package these products (master
agreement is intended to be supplemented as additional products
are added by mutual agreement)
- Receiver Integrated Circuits
Agreement - Satellite
radio company outsources the design, prototyping and fabrication
of a satellite radio receiver and the related chipset around
which its entire business is based, subject to evolving specifications
for the chip set and receiver
- Manufacturing Agreement
- Outsourcing
of the manufacturing of PDA devices (manufacturing, assembly,
testing and delivery) to a plant located in Malaysia
- Standard Manufacturing Agreement
- Outsourcing
of the manufacturing of PDA devices (manufacturing, assembly,
testing and delivery) to a plant located in Mexico
Order
Form
|
|
|
Module
11 -
Outsourcing of Business Processes Agreements |
|
|
These are agreements for the outsourcing
of a range of business functions.
- Services Agreement - A
health care cooperative that acts as a group purchasing agent
for its members, outsources healthcare supply chain management
- Administration and Marketing
Services Agreement - Outsourcing
of administrative, accounting, financial, marketing and project
support services
- Agreement - Bank
outsources the provisioning of credit monitoring services
for its credit card customers
- Agreement - Bank
outsources the sales of various services (membership clubs,
insurance programs, merchandise and magazine subscriptions)
for its credit card customers
- Agreement - Financial
institution outsources the provisioning and selling of various
services and upsells to its credit card customers
- Agreement For Services Administration
- Bank outsources
credit fraud prevention, detection, monitoring and notification
services and in exchange permits the outsourcer to market
its offerings to the Bank's customers
- Management Services Agreement
- Bank outsources
cash management, check processing and check collection functions
- 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)
- Service Agreement - Outsourcing
of storage and warehousing, order processing, fulfillment,
data management, client account maintenance, print, media,
advertising specialty items, Internet services, and other
aspects of marketing support
- Services Agreement - Outsourcing
of distribution, telemarketing and order fulfillment
- Agreement for Aircraft Maintenance
Services - Long
term outsourcing agreement by an airline for aircraft maintenance
checks and modification support (including aircraft painting,
maintenance checks and modifications, engineering, aircraft
storage, component repair and overhaul)
- Management Services Agreement
- Long-term
outsourcing of the operation of multiplex movie theaters
- 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
- Agreement for Billing and Collection
Services for Directory Publishers - Telephone
company provides billing and collection services to a company
in the business of publishing hard copy and electronic telephone
directories and generating revenue by selling related advertising
- Long Term Access and Services
Agreement - A
multinational Tier 1 automotive supplier outsources critical
portions of its purchasing function by outsourcing the provisioning
of a world wide online marketplace to enable it to generate
online auctions in order to procure parts, materials or services
from competing suppliers (services include both the auction
software as well as services to establish and maintain competitive
bidding environments)
- Agreement For Transportation
Logistics Services - Beer
Company outsources its transportation logistics and beer delivery
functions
- Business Solutions Master Agreement
- A retailer
outsources its database marketing to an independent marketing
agency
- 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
- Contract Services Agreement
- Agreement
in which an Icelandic corporation performs certain pharmacogenomic
development studies for which it's access to Icelandic population
makes it particularly well suited
- 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)
- Oil Rig Drilling Contract
- An oil
exploration company outsources the drilling of wells to a
contractor
- Global Trade Services Agreement
- A major
automobile manufacturer outsources import and export trade
management services (services include managing agreements
with third party brokers and freight forwarders; monitoring
and providing notices of renewal, termination, cancellation
dates and fees of the managed agreements; notification of
contract claims by the third parties; coordination with customs
service providers, including problem resolution)
- Host Reservation Services Agreement
- Provision
and implementation of a proprietary airline reservation system
(includes implementation; timeframe planning; data center
implementation; system integration services; reference material;
support services)
- Management Agreement -
Owner of
a website outsources website operations (services include
modifications; management; operation; maintenance; marketing;
distribution; advertising; management of affiliate programs)
- Private Label Credit Card Program
Agreement - Victoria's
Secret and Lone Mountain Factoring - A factoring company and
a bank provide a specialty retailer with a private label credit
card
- Procurement Agreement -
The owner,
operator and franchiser of restaurants and hospitality businesses
located worldwide outsources its procurement function (services
include of negotiating and contracting for the procurement
of food and beverages; supplies; uniforms; furniture; fixtures,
decor; equipment)
- Service Agreement - An
established major charge card processing company provides
back room data processing and other related services to a
small charge card issuer in a rapidly growing market
- Services Agreement - A
major vendor of consumer financial software outsources the
insurance related services it offers to its customers, to
a leading provider of on-line insurance quotations and applications
- Services Agreement - The
owner and operator of a number of hotels and casinos outsources
the management of these properties
Order
Form
|
|
|
Module
12 -
Outsourcing - General Agreements |
|
|
These are a potpourri of outsourcing
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
- Contract for Turnkey Construction
Project - The
design and construction of an innovative warehousing system
including 26 distribution center facilities that represent
the essence of a new business and its business model
- Project Development and Construction
Contract - A
turnkey, fixed-price agreement to lay underwater cable for
a telephone company
- Technology Development and
License Agreement - Establishment
of a Joint Venture entity by two computer chip competitors
in order to share development costs for mutually agreed facilities,
tasks and technologies (utilizing a highly organized governance
structure)
- Agreement for ASIC Design and
Development - Outsourced
design and development of an ASIC chip
- Development Agreement -
Casino Development
project in which the City outsources, to a private real estate
developer, the economic development and revitalization of
a blighted area
- Development Agreement -
The developer
and manufacturer of biometric security systems outsources
the development of a new biometric imaging technology and
related products and services to a company that specializes
in imaging components and products
- Capacity Agreement - A
large telecom service provider makes its fiber optic communications
system available for use by telecom service provider
- Panel Maintenance Agreement
- A large
media ratings company provides a smaller media ratings company
in an emerging market with consumer panels as well as proprietary
analytical and statistical protocols, methodologies and technologies
- Professional Services Agreement
- A vendor
of millimeter-wave wireless outsources the development of
an outdoor transmitter unit (services include project plan;
critical design review; documentation package; five engineering
prototypes; design verification report for the prototypes;
five pre-production units; design verification report for
the pre-production units; regulatory approvals; product information
database including polymer composition info, test reports,
electromagnetic compatibility data, reliability data; systemic
failure notifications, mechanical drawings; schematics; bills
of materials)
- Services Agreement - A
Letter Agreement under which an organization that is in the
business of developing and licensing technology, often taking
equity stakes in licensees, outsources the management of merger
and acquisition transactions, capital market financings, investment
opportunities, negotiations and valuation work with companies
in which it holds minority or majority interests (compensation
to the company providing the services is by way of an attached
Stock Warrant)
- Services Agreement - One
of the owners of a Joint Venture entity provides management
services to that entity (services include office space; related
office services such as utilities, telecommunications equipment,
general office supplies, mailroom services, cleaning services;
maintenance services; general office equipment; administrative
support including payroll processing, accounting, purchasing,
management information, recruiting, other human resource and
facility services; accounting services)
- Strategic Agreement - The
owner and distributor of a video sports channel agrees to
carry exclusively the programming materials of a leading provider
of content to sports enthusiasts in exchange for monetary
compensation as well as an equity ownership interest in the
content provider
- Teleport Services Agreement
- The provider
of live and on-demand interactive video presentations to large
audiences outsources provisioning of its dedicated satellite
uplink facilities and satellite transponders to a major telecommunications
company that owns a major satellite uplink facility and communication
links
Order
Form
|
|
|
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 CurtSahakian.com
|
|
|
Call
and ask how we can help you...
Call 1-800-948-1700, ask for Heidi.
Or
email Heidi at HeidiRedford@cpi.us
|
|
|
|
|
|
|
|
© Corporate Partnering Institute
|
|
| 