Draft of IT Outstaffing Contract: Dedicated Team Model

agreement draft - Draft of IT Outstaffing Contract: Dedicated Team Model

Explore a comprehensive draft for IT outstaffing contracts tailored for the dedicated team model. Ensure a seamless partnership and understand key contractual elements in tech collaborations.

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    In today’s digitally driven era, businesses are increasingly turning to IT outstaffing as a cost-effective and efficient solution to scale their operations and meet technical demands. Particularly, the “Dedicated Team Model” stands out, offering companies access to top-tier technical talent while retaining flexibility and oversight.

    “I have reviewed your agreement, and rarely do I have so little to say on a matter. The contract is well-written and includes all the relevant content and details. Although the structure and format of the agreement could be more in line with professional legal standards, it does not mean the document is any less legally binding.” – H.A., a business lawyer from the UK

    Yet, drafting a well-structured, transparent, and comprehensive outstaffing contract can be a daunting task. Below, we present a meticulously polished draft of our IT outstaffing agreement based on the DT model. This draft serves as a foundation for businesses to adapt according to their specific requirements, ensuring both parties’ rights and obligations are clearly defined.

    Draft of IT Outstaffing Contract: Dedicated Team Model

    PARTIES

    1.1. This Agreement becomes effective upon its signing by both parties (hereinafter referred to as the “Effective Date“).

    1.2. EchoGlobal OÜ, a private limited company registered at Kaupmehe tn 7-120, Tallinn, Estonia, with registration number 16369049 (hereinafter referred to as the “Agency“).

    1.3. __________________________ organized in _____________________, (hereinafter referred to as the “Client“).

    DEFINITIONS

    2.1. “Dedicated Team Services” refers to the commercial and legal relationship where the Agency receives compensation for leasing its contractors (the “Consultants“) to the Client to provide IT services relevant to the Client’s business, under the control and management of the Client.

    2.2. “Selection Process” refers to the steps and procedures used by the Agency to identify and hire the most suitable Consultants. Once selected, these Consultants will be available to the Client for the provision of IT Services.

    2.3. “IT Services” refers to the planning, design, development, delivery, support, and management of computer-based information systems, particularly software applications.

    2.4. “Total Fee” represents the consolidated monthly charge for the services rendered by the Consultants as specified in Appendix II.

    THE SCOPE OF THE AGREEMENT

    3.1 This agreement outlines the cooperation terms between the Agency and the Client concerning the Dedicated Team Services.

    SELECTION PROCESS

    4.1 The Client shall clearly define the qualifications required for each Consultant, including education, professional expertise or other relevant experience and criteria related to the IT services.

    4.2 The Agency agrees to use its best efforts to source, identify, validate and present Consultants who meet or exceed the Client’s requirements. This may include sourcing from online platforms, internal databases, referrals, or any other professional means the Agency deems appropriate.

    4.3 After identifying potential Consultants, the Agency shall verify that their qualifications align with the Client’s specifications. Once confirmed, the Agency shall send the Consultants’ resumes for the Client’s review via email.

    4.4 Upon receiving the Consultants’ resumes, the Client commits to reviewing them and providing feedback to the Agency within three (3) business days.

    4.5 Online interviews between the Client and the Consultants shall be coordinated by the Agency. The Agency has the right to be present at each Client’s interview.

    4.6 Upon the Client’s request, the Agency shall conduct reference checks for chosen Consultants. The results of these checks must be shared with the Client before a formal job offer is made.

    4.7 Both the Agency and the Client commit to a non-discriminatory selection process. Decisions must be made based on qualifications, skills, and experience, without regard to race, color, religion, gender, national origin, age, disability, or any other protected status.

    4.8 The Client shall confirm their final selection of each Consultant via email.

    TERMS OF THE IT SERVICES

    5.1 The Client shall supervise, monitor, and manage the delivery of the IT Services by the Consultants, and shall provide any necessary instructions and information to the Consultants.

    5.2 The Agency shall ensure that the Consultants comply with their obligations under this Agreement.

    5.3 The Agency shall ensure that the Consultants are provided with appropriate conditions for the provision of IT services, as specified in Appendix I hereto.

    5.4 Consultants shall provide the IT Services from Monday to Friday every week (referred to as the “Service Days”).

    5.5 Notwithstanding clause 5.4, the Consultants shall not provide IT Services on public holidays in their country of residence. Such abstention from providing IT Services on public holidays shall in no way affect, reduce, or otherwise alter the Client’s obligations with respect to payments to the Agency as set forth in this Agreement.

    5.6 The Agency is responsible for ensuring that the Consultants provide the IT Services during the hours mutually agreed upon by the Parties (referred to as the “Agreed Hours”). Should the Client require the Consultants to provide IT Services beyond the Agreed Hours, such additional services shall be subject to prior written confirmation by both Parties. Any additional hours will be billed on a pro-rata basis, in accordance with 1.5 times the rates specified in Appendix II.

    5.7 In the event that the Consultants fail to provide IT Services on any of the Service Days, a corresponding deduction shall be made by the Agency from the total amount of the invoice, in accordance with the terms and conditions set forth in this Agreement.

    5.8 The Agency shall be solely responsible for disbursement of all fees and expenses to the Consultants. The Client shall not under any circumstances make direct payments to the Consultants  for IT services they provide.

    TERMINATION

    6.1 This Agreement begins on the Effective Date and remains valid until terminated by either Party as detailed herein.

    6.2 Each Party may terminate the Agreement by providing a one (1) month written notice.

    6.3 In case of a material breach, the affected Party has the right to terminate the Agreement with immediate effect if the breaching Party doesn’t rectify within ten (10) days after receiving a written notice.

    6.4 The first three (3) months after the Consultant’s start date are defined as the “Probation Period”. During this Probation Period, either party may terminate the Consultant’s assignment by providing a one (1) day written notice.

    6.5 After the Probation Period, either party may terminate the Consultant’s assignment with a notice period of thirty (30) days. Termination of the assignment of the Consultant does not constitute a termination of the Agreement. Termination of the Agreement constitutes the termination of the assignment of all Consultants.

    PAYMENT FOR SERVICES

    7.1 The remuneration for the Dedicated Team Services shall be paid by the Client to the Agency in accordance with the rates as outlined in Appendix II.

    7.2 The invoices for the Dedicated Team Services ordered by the Client will be sent at the beginning of each month in which the Dedicated Team Services are to be provided. Payment shall be made by the Client within thirty (30) days of the invoice date.

    7.3 The Client shall inform the Agency of any disagreements regarding the invoice or other related matters within ten (10) days from the date of the invoice.

    7.4 If the Client does not make timely payment, the Agency has the right to suspend the Dedicated Team Services outlined in this Agreement. The Agency shall provide the Client with a written notice ten (10) days before such suspension.

    7.5 If the Agency’s expenses rise because of legislative changes, taxation, or other factors outside of the Agency’s control, the Agency has the right to propose a change to the Total Fee. Both parties shall mutually agree to any such adjustment.

    7.6 The Client shall conduct a comprehensive review of the Consultants’ performance every twelve (12) months. Based on the results of the review, the Total Fee may be increased by mutual agreement of the Parties.

    7.7 The Client agrees to reimburse the Agency and/or Consultants for all travel, accommodation, and other related expenses incurred in connection with services rendered under this agreement. All such expenses shall be subject to the prior written approval of the Client. Such reimbursed expenses will be invoiced to the Client with an additional 10% handling fee.

    RELATIONSHIP OF THE PARTIES

    8.1 For the avoidance of doubt, it is understood by the Parties that the Client has no employment obligations towards the Consultants, and the Client’s only obligations according to this Agreement are towards the Agency.

    8.2  This Agreement does not establish a partnership, joint venture, representation, or any similar business relationship between the Parties.

    INTELLECTUAL PROPERTY RIGHTS

    9.1 The Agency agrees ​and ​shall ensure that all intellectual property rights, referred to as “IP Rights”, in all materials and outcomes produced by the Consultants during their IT Services are owned by the Client. This will be confirmed via a separate binding agreement between the Agency and the Consultants.

    9.2 The IP Rights shall be owned ​by ​Client with respect to the territory of the entire world and with no time limit.

    9.3 The Agency shall ensure that the Consultants undertakes, at any time, upon request, to execute all documents, make all applications, give all assistance, and do all acts and things as it may, which are agreed upon by the Parties and are necessary or desirable to (a) vest the IP Rights in the Client; (b) at the expense of the Client, to register them in, the name of the Client; and (c), at the expense of the Client, protect and maintain the IP Rights.

    CONFIDENTIALITY

    10.1 “Confidential Information” for the purposes of this Agreement includes, but is not limited to, information about Consultants, lists of current and potential clients, financial information, price calculations, business processes, contracts, patents, technical knowledge, documentation, drawings, and any personal data collected or processed by the Parties.

    10.2 The Parties shall not, at any time or in any manner, whether directly or indirectly, divulge, disclose, or communicate any confidential information without the other Party’s prior written consent.

    10.3 Notwithstanding clause 10.2, the Agency may disclose the Confidential Information to the Consultants for the purpose of providing Dedicated Team Services.

    10.4 The Agency ensures that all Consultants have signed a separate non-disclosure agreement (NDA).

    10.5 The obligations set forth in this confidentiality clause shall survive the termination of this Agreement for a period of five (5) years.

    LIABILITY

    11.1 Neither Party shall be held responsible for indirect damages, which may include but are not limited to lost profits, unforeseen losses, incidental damages, or any damages payable to third parties.

    11.2 The Agency’s liability is limited to the reimbursement of the Client’s documented direct losses that occurred as a result of the Agency’s negligence in the selection process and the provision of the Dedicated Team Services.

    11.3 If the Agency is found to be liable for damages, their liability shall not exceed the Total Fee paid by the Client in the preceding twelve (12) months.

    FORCE MAJEURE

    12.1 If a Party is unable to perform its obligations under this Agreement due to circumstances beyond its reasonable control (such as natural disasters, government restrictions, martial law, wars and armed conflicts, terrorist acts, pandemics and health crises or burglary), that Party shall not be held responsible for any resulting damages, delays, or failures. The affected Party must promptly notify the other Party in writing about these circumstances and their impact. If these uncontrollable circumstances prevent either Party from fulfilling its obligations for more than thirty (30) consecutive days, either Party shall have the right to terminate the Agreement.

    NON-SOLICITATION

    13.1 During the term of this Agreement and for a period of twelve (12) months after its termination, the Client shall not, either directly or indirectly, cooperate with or employ Consultants who have been contracted by the Agency or introduced to the Client by the Agency, whether in person, by email, or through any other means.

    13.2 The Parties may mutually agree to deviate from clause 13.1 and consent to the Client’s direct engagement of the Consultant (either through employment or other forms of cooperation). Such engagement shall be subject to a mutually agreed fee of no less than twenty thousand (20,000) USD for each Consultant.

    PERSONAL DATA

    14.1 The Agency shall sign a separate Data Processing Agreement with each Consultant to ensure compliance regarding the collection, processing, and transfer of personal data provided by the Client. Additionally, the Agency and the Client may sign a separate Data Processing Agreement to govern their handling of personal data.

    ENTIRE AGREEMENT

    15.1 This Agreement and the attached Appendices constitute the entire agreement between the Parties and supersede all prior and contemporaneous agreements, understandings, and negotiations with respect to the subject matter hereof.

    SEVERABILITY

    16.1 If any provision of this Agreement is held invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect.

    GOVERNING LAW AND JURISDICTION

    17.1 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of England and Wales exclusively. If any dispute arises concerning the matters hereunder, and if it cannot be resolved through negotiations, such dispute shall fall within the jurisdiction of the London Court of International Arbitration (LCIA) and shall be resolved under English law.

    REPRESENTATION AND NOTICES

    18.1 The Parties shall provide at least two (2) valid contact points for the purpose of communications related to this Agreement. Such contact points may include, but are not limited to, physical addresses, email addresses, or phone numbers.

    18.2 All notices, requests, demands, and other communications under this Agreement shall be deemed duly served and given when delivered by email to the Parties at the respective email addresses specified in clause 18.1.

    MISCELLANEOUS

    19.1 The Parties agree that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

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    In conclusion, the dedicated team model in IT outstaffing presents a flexible and effective solution for businesses looking to augment their capabilities without the overheads of in-house hiring. The structuring of a clear and comprehensive contract is paramount to ensuring success, transparency, and alignment with the business goals.

    👉 Here is the link to download the full version in DOCX format: https://hubs.ly/Q01-K3C20.

    Tags: agreement, contract, dedicated, draft, it.

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    Back in 2013, I founded Echo with the simple business idea: "Connect great tech companies around the globe with the brightest software engineers in Eastern Europe." We've employed hundreds of talents so far and keep going.
    Lou photo
    li profile Lou Reverchuk

    IT Entrepreneur

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