Draft of IT Outstaffing Contract: Dedicated Team Model

In today’s digitally driven era, businesses increasingly turn to IT outstaffing as a cost-effective and efficient solution to scale their operations and meet technical demands. 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 daunting. Below, we present a draft of our IT outstaffing agreement based on the DT model. This draft is a foundation for businesses to adapt according to their specific requirements, ensuring that both parties’ rights and obligations are clearly defined.

PARTIES

This legal clause is about the effective date and the parties involved in the agreement. It specifies when the agreement will come into force (upon signing by both parties) and defines the two parties entering into the agreement

DEFINITIONS

1. “Dedicated Team Services”: Agency provides Consultants to Client for IT services.
2. “Selection Process”: Agency’s method to hire Consultants for Client.
3. “IT Services”: Services provided by Consultants (software development, etc.).
4. “Total Fee”: Monthly amount Client pays for Consultants’ services (Appendix II).

THE SCOPE OF THE AGREEMENT

SELECTION PROCESS

The Client defines the required qualifications, and the Agency uses its best efforts to find suitable candidates. The Agency verifies the qualifications and sends resumes to the Client for review. Online interviews are coordinated by the Agency, and reference checks are conducted upon request. Both parties commit to a non-discriminatory selection process based on qualifications, skills, and experience. The Client confirms their final selection via email.

TERMS OF THE IT SERVICES

This clause outlines the responsibilities of the Client and the Agency in the provision of IT Services by the Consultants. The Client is responsible for managing and supervising the Consultants, while the Agency ensures the Consultants comply with their obligations and have appropriate working conditions. The Consultants provide services during agreed hours on weekdays, excluding public holidays. Additional hours are billed at 1.5 times the standard rate. If the Consultants fail to provide services on any Service Day, a corresponding deduction is made from the invoice. The Agency is solely responsible for paying the Consultants, and the Client should not make direct payments to them.

TERMINATION

The Agreement is valid from the Effective Date until terminated. Either Party can terminate the Agreement with a one-month written notice or immediately in case of an unrectified material breach. During the first three months (the Probation Period), a Consultant’s assignment can be terminated with a one-day notice. After the Probation Period, a 30-day notice is required. Terminating a Consultant’s assignment doesn’t terminate the Agreement, but terminating the Agreement terminates all Consultants’ assignments.

PAYMENT FOR SERVICES

The Client pays the Agency according to the rates in Appendix II, with invoices sent at the beginning of each month and payable within 30 days. The Client must inform the Agency of any disagreements within 10 days of the invoice date. Late payment may result in a suspension of services. The Total Fee may be adjusted by mutual agreement due to external factors or performance reviews. The Client agrees to reimburse the Agency and Consultants for approved expenses related to the services, with a 10% handling fee.

RELATIONSHIP OF THE PARTIES

This clause clarifies that the Agreement does not create an employment relationship between the Client and the Consultants, and the Client’s obligations are solely towards the Agency. It also states that the Agreement does not establish any form of partnership, joint venture, representation, or similar business relationship between the Parties.

INTELLECTUAL PROPERTY RIGHTS

The Agency ensures that all intellectual property rights (IP Rights) in materials and outcomes produced by the Consultants during their IT Services are owned by the Client worldwide and without time limit. The Consultants will assist in vesting, registering, and protecting these rights.

CONFIDENTIALITY

The Parties agree not to disclose any confidential information without prior written consent, except when the Agency discloses it to Consultants for providing Dedicated Team Services. The Agency ensures all Consultants have signed a separate NDA. These obligations survive the termination of the Agreement for five years.

LIABILITY

Neither Party is responsible for indirect damages. The Agency’s liability is limited to reimbursing the Client’s direct losses due to negligence in the selection process and provision of services, not exceeding the Total Fee paid in the preceding 12 months.

FORCE MAJEURE

If a Party cannot perform its obligations due to uncontrollable circumstances, it is not responsible for resulting damages, delays, or failures. If these circumstances persist for more than 30 days, either Party may terminate the Agreement.

NON-SOLICITATION

The Client shall not engage Consultants introduced by the Agency for 12 months after the Agreement’s termination, unless agreed upon and subject to a fee of at least 20,000 USD per Consultant.

PERSONAL DATA

The Agency shall sign separate Data Processing Agreements with each Consultant and potentially with the Client to ensure compliance in handling personal data.

ENTIRE AGREEMENT

This Agreement and its Appendices constitute the entire agreement between the Parties, superseding all prior agreements and understandings.

SEVERABILITY

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

GOVERNING LAW AND JURISDICTION

The Agreement is governed by the laws of England and Wales. Disputes shall be resolved under English law by the London Court of International Arbitration (LCIA).

REPRESENTATION AND NOTICES

The Parties shall provide at least two valid contact points for communications. Notices are deemed duly served when delivered by email to the specified addresses.

MISCELLANEOUS

This clause states that the Parties agree to the validity, enforceability, and admissibility of electronic signatures on the Agreement, treating them as equivalent to handwritten signatures.

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.