Template: Outsourcing Agreement

This agreement, dated as of [indicate the date], is by [indicate the name and legal address of the party], thereinafter the ‘Client’, and by [indicate the name and legal address of the party], thereinafter the ‘Supplier’ and, together with Client, the ‘Parties’.

Whereas:

1. Client [include a brief description of company’s business] is willing to reduce the cost and increase the quality of the Information Systems he needs in the course of his business [adapt to the concrete circumstances of the case, if necessary];
2. Supplier [include a brief description of company’s business] is willing to assume responsibility for such Information Systems services required by Client, using his Grid infrastructure [adapt to the concrete circumstances of the case, if necessary; in particular, it is of pivotal importance to take into account whether or not the supplier uses his own Grid infrastructure].

 Now, therefore, Client and Supplier hereby agree as follow:

1.       Agreement and Term

1.1    Agreement

During the term of this Agreement, Supplier shall be Client’s exclusive provider of, and Client shall purchase only from Supplier, the services described below, subjects to the terms and conditions specified in this Agreement. [Please be aware that the parties can agree that the supplier will not be the clients’ exclusive provider, and that Client will be entitled to buy the services he needs from other providers.]

1.2    Term

The term of this Agreement will commence on [indicate a date] (thereinafter, the Effective Date) and will end on [indicate a date], provided that Client and Supplier do not agree for a different date. Unless either party gives the other at least [specify] months prior written notice that it has elected not to extent the term of this Agreement beyond the date in which the Agreement will end, the term of this Agreement will be automatically extended for successive periods of [one] year each. [Please be aware that the parties can agree on a different, non-automatic, modality of renewal. We nevertheless believe that an automatic extension is the most practical way for both client and supplier.]

2.       Transition and Responsibility for Resources

2.1    Facilities [this provision is relevant only if the supplier will perform his tasks at the client’s premises. Otherwise, the parties can simply skip this clause]

Commencing on the Effective Date, Client will provide Supplier, twenty-four hours a day, seven days a week, for the fee agreed between Client and Supplier [set forth in an attached annex], with the use of the space occupied by Client in performing the services and functions assumed by Supplier hereunder, and any additional space that Supplier may from time to time reasonably require in connection with the performance of services under this Agreement, together with related facilities services (including, but not limited to, water, electricity, telephone, internet connection, office-related equipment and supplies). Supplier shall comply with the rules of Client with respect to access to Client facilities.

Or, in alternative

2.1 Client Equipment

Commencing on the Effective Date and for the term hereof, Client will provide to Supplier, in good working order, at no charge to Supplier, the use of all furnishing, fixtures, computers, computer-related equipment, data communication lines and all other equipment used by Client in performing the functions to be performed by Supplier hereunder (the Client Equipment) in accordance with the following:

1. Effective as of the Effective Date, Client hereby sells to Supplier, and Supplier hereby purchases from Client, all Client Equipment that is owned by Client or leased by Client pursuant to capital lease or similar financing arrangements and used by Client in performing the functions to be performed by Supplier hereunder (collectively, the Client Owned Equipment), for a purchase price equal to the fair market value, as of the Effective Date, of the Client Owned Equipment, but not to exceed [indicate the sum, in euros], which purchase price will be payable to Client within [indicate] days after the Effective Date. As soon as feasible after the Effective Date [the parties can state a different moment, before the effective date], the parties will conduct an inventory of the Client Owned Equipment and, based on the results of such inventory, will make any reconciliation that may be required. Client will convey to Supplier good and marketable title to the Client Owned Equipment, free and clear of all liens, claims, and encumbrances of any kind, and will execute such bills of sale and other documents and take such other actions as may be reasonably requested by Supplier in connection with such sale.
2. Commencing on the Effective Date and for the term thereof, Client will provide to Supplier, at no charge to Supplier, the use of all Client Equipment that is leased by Client other than pursuant to capital leases or similar financial arrangements and used by Client in performing the functions to be performed by Supplier hereunder (collectively, the Client Leased Equipment). In accordance with Supplier’s request from time to time, Client will, to the extent permitted by the lease agreement pursuant to which any Client Leased Equipment is leased by Client, terminate or assign to Supplier such lease agreement or purchase such Client Leased Equipment and immediately resell it to Supplier for the same purchase price paid by Client. Supplier will have financial responsibility for the Client Leased Equipment and will pay, or reimburse, Client for, (a) all on-going periodic lease payments payable by Client for the Client Leased Equipment that are attributable to the term the Supplier Services are being provided, and (b) any penalties or charges incurred by Client as a result of any termination or assignment requested by Supplier. [This clause will be adopted in case of outsourcing agreement with transfer of assets from the client to the supplier, as pointed out in D.2.6.4. BEs should be aware that, in case the transfer is made between companies that have a common holding, or between an holding and its subsidiaries, major tax law issues will arise, especially for what concerns the regime of transfer pricing.]

2.2 Client Systems

Commencing on the Effective Date, Client will provide Supplier, at no charge to Supplier, with the unrestricted right to use the software [to be described in an attached Annex] (the Client systems) to provide services to Client as contemplated by this Agreement until such time as Client processing is migrated to Supplier software systems (Supplier systems) [if applicable]. Client shall indemnify Supplier and hold Supplier harmless from any loss, claim, damage or expense resulting from any action brought or claim made by any party claiming infringement of any proprietary right with respect to said Client systems. If necessary, Client will make available to Supplier, at no charge for Supplier, the third party services and leased equipment [to be listed in an attached Annex].

2.2    Management of Resources

Supplier will be responsible for managing, in its sole discretion, the Client facilities, the computer equipment, the Client systems, and the third party services as provided for in clause 2.1 and Client hereby appoints Supplier as Client’s sole agent for all matters pertaining thereto. Except as otherwise specified in this Agreement, Supplier may from time to time consolidate or transfer any or all of the services being provided hereunder into any other facility selected by Supplier and may relocate the personnel, equipment and other resources used in providing those services.

3.       Supplier Services

3.1 Supplier Services

[This is the most important clause of the whole agreement. Here the parties have to state what the client outsources to the supplier, and which the duties to be performed by the provider of the services are. The definition of the level of the services provided, then, is of pivotal importance. As pointed out above, these clauses can be contained in a separate or annexed SLA, or (preferably) included in this clause. In other words, the client and the supplier will have to define the modalities of the provision of the services, for instance if it will have to be supplied 24/7 or with time limits. In a Grid scenario, it is advisable to state the number of servers that will be employed by the supplier (or by the Grid provider). Basically, in fact, we can imagine that the client will outsource the provision of the services he needs to a company that manages the Grid network, or to a service provider that will use the Grid technology provided by another entity. This template applies to the first, simpler, scenario, and to the case in which a business solutions provider outsources the maintenance of a Grid network to a technological provider, so that the clause regarding the supplier services should be written taking into account the concrete case. The parties will also have to consider the issue linked to the update of technology, so that it is advisable to state, in order to protect the client, that the supplier should keep his systems, as previously described, up-to-date.]

3.2 Change Control Procedure

Client may from time to time during the term of this Agreement request changes in the scope or priority of Supplier Services being performed by Supplier hereunder. Upon receipt of each request from Client (a Change Request), Supplier will evaluate the impact that the Change Request will have on the resources required by Supplier to perform services hereunder, the addendum on which such services are then being performed, and the changes then payable to Supplier hereunder. Supplier will notify Client as to the results of such evaluation (the Change Proposal) as soon as reasonably feasible following receipt of that Change Request, which notice will be submitted in writing. [The parties then should agree on the impact that such a change control will have on the fee to be paid by the client.]

3.3 Acceptance of Work Product

For work products delivered by Supplier to Client, Client shall, within [specify] days of delivery thereof by Supplier, review the delivered work product and approve it or notify Supplier in writing of non-approval, documenting in reasonable detail any and all material defects in the delivered work product. Supplier shall, upon receipt of such notice, use its best efforts to correct any such material failures and shall notify Client of its completion thereof. Client shall, after receipt of said notice, review the delivered work product and report. Client shall do so promptly using diligent efforts, but in no event shall such process exceed [specify] days. This cycle shall be repeated if necessary. All delivered work product shall be deemed approved by Client if either:

1. Client notifies Supplier in writing of its approval and the approval date shall then be the date of such notice; 
2. Client fails to notify Supplier in writing within the applicable time period of any material defect in the work product and the approval date shall then be the last day of said period; or 
3. Client productively uses any portion of the work product and the approval date shall then be the first day of such productive use. Upon acceptance, as aforesaid, Client shall be deemed to have waived its rights and assumed all risks with respect to the work product, including Supplier’s further use of the same in the course of its services hereunder. [This clause is intended to simplify the relations between the client and the supplier and to prevent judicial claims by the client for alleged defects of the services supplied by the outsourcer.]

3.4 Status Reports

Each party shall submit a detailed progress report to the other party’s designated person [indicate the person that will act as liaison between the client and the supplier] every month during the term of this Agreement. Such progress reports will detail the current status of each party’s own activities, indication of the progress of the work being performed and resources expended since the last report, as well as a cumulative total to date, and identification of actual and anticipated problem areas, the impact thereof on the work effort, and action being taken or alternative actions to be taken to remedy such problems.

3.5 Service Level

Except as otherwise specified in this Agreement, Supplier agrees to perform the Services set forth under Section 3.1 in accordance with the Service Level [to be set forth in an attached Annex] [where there is no Service Level: in a commercially reasonable manner and with no other or higher – in alternative, lower – degree of care.] [This clause will be inserted within the agreement if the service level is included in an annex and not set forth in the contract itself, in this case under section 3.1, or if there is no service level.]

4.       Payments to Supplier.

 For each month during the term of this Agreement, Client will pay to Supplier the [monthly base or volume base, as agreed by the parties] fee [to be set forth in an attached annex]. Client will pay for the migration and conversion from processing using Client systems to processing using Supplier systems based on a proposal to be made to Client by Supplier. Client will pay, or reimburse Supplier for, the reasonable out-of-pocket expenses, including without limitation, travel and travel-related expenses, incurred by Supplier at the request or with the approval of Supplier in connection with the performance of this Agreement. [The parties should regulate also the issue of the pricing in case of renewal of the contract. The supplier, in fact, will require that the fee will increase when the agreement is renewed. It is suitable and common to state that the fee will be based on the official national inflation rate.]

Any sum due to Supplier hereunder for which a time for payment is not otherwise specified will be due and payable within [specify] days after receipt by Client of an invoice thereof from Supplier. Any sum due to Supplier hereunder that is not paid when due will thereafter bear interest until paid at a rate of interest equal to [specify, pursuant to the national legal provisions] percent, but in no event to exceed the maximum rate of interest allowed by applicable law.

Other than that, Client will pay, or reimburse Supplier, for all sales, use, transfer, privilege, exercise or other taxes, whether international, national or local, however designated, which are levied or imposed by reason of the services contemplated hereby; excluding, however, income and franchise taxes on profits which may be levied against Supplier. 

5.       Proprietary and Related rights

5.1 System rights

Each Client system is held and will remain the property of Client or the third party licensor of that Client system, and Supplier will have no rights or interests therein, except as provided in this Agreement. Each Supplier system is and will remain the property of Supplier or the third party licensor of that Supplier system, and Client will have no rights or interests therein, except as provided in this Agreement.

5.2 Client data

Client data is and will remain Client’s property and, upon the termination of this Agreement for any reason, such data will be returned to Client by Supplier. Client data will not be utilized by Supplier for any other purpose other than that of rendering services to Client under this Agreement, nor will Client data or any part thereof be disclosed to third parties by Supplier, its employees or agents. Supplier will establish and maintain reasonable safeguard against the destruction, loss or alteration of Client data in the possession of Supplier. In the event that additional safeguards for Client data are reasonably requested by Client, Supplier will provide such additional safeguards and Client will reimburse Supplier for any additional costs thereby incurred by Supplier.

Client shall have the right to establish backup security for data and to keep backup data and data files in its possession if it so chooses; provided, however, that Supplier will have access to such backup data and data files as it will be reasonably required by Supplier. [We provided the reader with a general clause regarding the client data; the parties can then put additional provisions, like the obligation for the supplier to make back-up copies of the data supplied by the client (see section 5.5).]

5.3 Development of Custom Software

Supplier reserves the right to determine the programming (whether hardware or software) utilised by Supplier with the equipment used in fulfilling its duties under this Agreement. All programs (including ideas and know-how and concepts) developed by Supplier are and shall remain Supplier’s sole property. Any writing or work of authorship created by Supplier in the course of performing the Services under this Agreement, even if paid for by Client, shall be the property of Supplier.

5.4 Confidentiality

Supplier and Client each agree that all information communicated to it by the other will be held in strict confidence and will be used only for the purposes of this Agreement, and that no such information will be disclosed by the recipient party, its agents or employees without the prior consent of the other party. [Like for clause 5.2, this is a basic provision, which can be implemented with other obligations. The parties, for instance, can state that the breach of this clause constitutes right ground for termination of the entire agreement, provided the compensation for the damages incurred and the payment of a fine for the infringer. The agreement can contemplate also a clause regarding the access of auditors and inspectors to the data processed by the supplier.]

Or, in alternative

5.4 Confidentiality

Each party agrees that it shall not disclose to any third party or use any information proprietary to the other including information concerning the clients, trade secrets, methods, processes or procedures or any other confidential information of the other party which it learns during the course of its performance of this Agreement, and the terms and conditions of this Agreement, without the prior written consent of the other party, except for purposes related to Supplier’s rendering of services to Client under this Agreement or as required by law, regulation, or order of a court or regulatory agency or other authority having jurisdiction thereover. Notwithstanding the foregoing, the confidentiality obligations set forth in this Section will not apply to any information which the recipient party can establish to have (i) become publicly available without breach of this Agreement, (ii) been independently developed by the recipient party outside the scope of this Agreement and without reference to the confidential information received under this Agreement, or (iii) been rightfully obtained by the recipient party from third parties which are not obligated to protect its confidentiality.

Each party acknowledges and agrees that in the event of the breach of the confidentiality obligations set forth in this Agreement, the non-defaulting party will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, each party shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorised use of confidential information. This remedy is separate and apart from any other remedy each party may have.

5.5 Back-up Files, Storage and Programs

Supplier agrees to provide and maintain adequate back-up files of Client data and of all Supplier programs utilised to process Client’s data. Supplier agrees that the information included in the data files and the frequency of the back-up will meet minimum regulatory requirements. Client agrees to provide, in writing to Supplier, a schedule for retention and back-up of Client’s data files and programs which will meet minimum regulatory requirements. [This clause is relevant if the outsourcer has to process or store data provided by the client, especially in case of BPO and facilities management agreement.]

6.       Termination

6.1 Termination for Cause and Non-payment

In the event that either party hereto materially or repeatedly defaults in the performance of any of its duties or obligations hereunder (except for defaults in payments to Supplier) and does not substantially cure such default within [specify, e.g. thirty] days after being given written notice specifying the default, or, with respect to those defaults which cannot reasonably be cured within [specify, e.g. thirty] days, if the defaulting party fails to proceed promptly after being given such notice to commence curing the default and thereafter to proceed to cure the same, then the party not in default may, by giving written notice thereof to the defaulting party, terminate this Agreement as of a date specified in such notice of termination. [Please be aware that the applicable national legal framework can set forth particular rules, but the clause we provided the reader with can be generally applied in every jurisdiction.]

In the event that Client defaults in the payment of any amount due to Supplier hereunder and does not cure such default within [specify] days of the date of the invoice, then Supplier may, by giving written notice to Client, terminate this Agreement as of a date specified in such notice of termination. [The parties should negotiate whether or not including the right for one party to terminate the agreement in case the other party enters into bankruptcy, or similar, proceedings.] Upon the termination of this Agreement for any reason, Supplier will provide Client with such termination assistance, at Supplier’s standard rates, as may be reasonably requested by Client. [This clause will be drafted according to the needs and the contracting power of the parties.]

6.2 Continuation of Services and License to Supplier System

Client shall have the option, exercisable upon termination, to request that the Supplier Services and this Agreement continue on a month to month basis after the termination date or the expiration date, as applicable, for the then applicable fees [to be set forth in an attached annex, see above under clause 2.1].

Upon expiration or earlier termination by Client of this Agreement, Supplier will, if Client so requests, grant to Client a nonexclusive, non-transferable license to use any Supplier Systems then being used by Supplier in providing services for Client hereunder for which Supplier has the right to grant a license to Client subject to Client and Supplier entering into an agreement for such license, in form and substance reasonably satisfactory to Supplier.

7.       Indemnities

7.1   Damages and Equitable Relief

Each party shall be liable to the other party for damages arising out or relating to their respective performance or failure to perform under this Agreement. Either party may seek equitable remedies, including specific performance and injunctive relief, for a breach of the other party’s obligations under this Agreement.

7.2   Client Indemnity

Client agrees to indemnify, defend and hold Supplier harmless from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorney’s fees and expenses arising out of or relating to (i) any and all acts or omissions of Client and its officers, directors, shareholders, employees, and agents occurring prior to the Effective Date of this Agreement, (ii) actions or positions taken by Client, whether prior to or during the term of this Agreement, which are relied upon by Supplier or which form the basis for any services or work product of Supplier hereunder, (iii) any Client instruction, approval, election, decision, action, omission or non-performance relating to the Supplier Services, or (iv) any information or data provided to Supplier.

7.3 Intellectual Property Rights Indemnity

Supplier and Client each agree to indemnify, defend and hold the other harmless from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, arising out of any third party claims of infringement of any [foreign and/or domestic] patent, or a trade secret, or any copyright, trademark, service mark, trade name or similar proprietary right alleged to have occurred related to property provided, or work performed, by the indemnitor. [Similar clauses, regarding rent and utility indemnity and personal injury and property damage indemnity, can be included in the agreement.]

7.4 Indemnification Procedures

A party seeking indemnification hereunder (an ‘Indemnified Party’) shall give the party from whom indemnification is sought (the ‘Indemnifying Party’) reasonably prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder [except to the extent of any material prejudice directly resulting from such failure].

7.5 Limitation of Liability and Data Delivered by Client

In the event Supplier shall be liable to Client for any matter arising out of or in any way relating to this Agreement, whether based on an action or claim in contract, tort [non-contractual liability in civil law jurisdictions], or otherwise [select the right terminology according to the law applicable to the contract], then the amount of damages recoverable against Supplier shall not exceed the amount paid by Client to Supplier in the prior twelve months period for the specific service which is the subject of the action or claim. [Supplier shall not be held liable for indirect, special, consequential or punitive damages of any party, including third parties. Further, no cause of action which accrued more than two years prior to the filing of a suit alleging such cause of action may be asserted against Supplier. This provision, often used in agreements regulated by the provisions of common law countries, has to be drafted in the light of the bargaining power of the parties. In civil law countries, for instance, the law usually states that the infringer of a contractual obligation has to pay direct and indirect damages (lucrum cessans), so that this clause has to take into account this element.] 

Other than that, Supplier accepts as correct, accurate and reliable, without any further inquiry, all information, data, documents and other records delivered, supplied or made available to Supplier hereunder, and may assume full disclosure to Supplier hereunder in the performance of its services. Supplier shall have no responsibility or liability for any error, inadequacy or omission which results from inaccurate or incomplete information, data, documents or other records provided to Supplier hereunder.

7.6   Performance Credits [in the more sophisticated agreements]

In the event Supplier fails to meet any of the Service Level for any of the Services, as set forth in Section 3.1, for the specified measurement period in the applicable Service Level (other than a failure caused by Client, its employees, agents or contractors), Supplier shall issue to Client applicable performance credits as set forth below. The performance credits represent negotiated amounts on the basis of reduced Service Levels and shall not be deemed or constructed as a penalty. If Supplier fails to meet any of the Service Level for any calendar month, Supplier shall provide Client a credit equal to [specify] percent of the monthly base fee [specify according to the case] for the second consecutive calendar month in which the same Service Level is not met; provided however, that if the same performance standard is not met for a third consecutive month, the credit shall be [specify] percent and for the fourth consecutive month and each consecutive month thereafter the credit shall be [specify] percent. The credits available to Client shall not exceed ten percent of the monthly base fee in any given month, under any circumstances. This provision shall not be deemed to limit any other damages or remedies to which Client may be entitled under this Agreement.

7.7   Equipment and Network

Supplier shall be responsible for the continued availability or reliability of the communications lines and other technical or network infrastructures which are used by Client in accessing the Services. Supplier agrees to perform reasonable diagnostic services and, if necessary, provide a fast remedy in order to solve the technical problem that prevents Client from accessing the Service.

7.8   Warranty

Supplier warrants that all services shall be performed in a workmanlike manner and in accordance with the specifications and descriptions of such services as set forth in this Agreement. Except as set forth in this Agreement, Supplier makes no warranties with respect to its services or work product hereunder, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. [This is a simple model of warranty clause, based on the practise of the common law countries. In real business life, usually this provision is more sophisticated, and the parties will draft it according to their needs and to the applicable law of the place where the contract is signed.]

8         Miscellaneous

8.1 Binding nature and Assignment

This Agreement shall be binding on the parties hereto and their respective successors and assignees, but neither party may, or shall have the power to, assign, subcontract, or otherwise convey or delegate its rights or duties under this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.

8.2 Notices

Wherever under this Agreement one party is required or permitted to give notice to the other, such notice shall be deemed given when delivered in hand, or when mailed by registered or certified mail, return receipt requested, to the [indicate the subject, e.g. CEO] of the party receiving the notice.

8.3 Counterparts and Headings

This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties hereto. The section headings used herein are for reference and convenience only and shall not affect the interpretation hereof.

8.4 Relationship of Parties and Services for others.

Supplier, in furnishing services to Client hereunder, is acting only as independent contractor. Supplier does not undertake by this Agreement or otherwise to perform any obligation of Client, whether regulatory or contractual, or to assume any responsibility for Client’s business or operations. Supplier has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all work to be performed by Supplier hereunder, and namely under clause 3.1, unless otherwise provided herein. Client understands and agrees that Supplier may perform for third parties information technologies services at any data centre that Supplier may utilise for processing Client data hereunder.

8.5 Force majeure

Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented from performing any services pursuant hereto, in whole or in part, as a result of delays caused by the other party or any other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including fires, floods, failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment and connections, Internet failures and delays, governmental action, statute, ordinance or regulation, and such non-performance shall not be a default hereunder or a ground for termination hereof. Supplier’s time of performance shall be enlarged, if and to the extent reasonably necessary, in the event that: (i) Client fails to submit input data in the prescribed form or in accordance with the agreed schedules; (ii) special requests by Client or any governmental agency authorised to regulate or supervise Client impact Supplier’s normal processing schedule; (iii) Client fails to provide any equipment, software, premises or performance called for by this Agreement, and the same is necessary for Supplier’s performance hereunder. Supplier will notify Client of the estimated impact on its processing schedule, if any. In the event Supplier is responsible for an error in processing Client’s data, Supplier will promptly correct such error. Such correction of error shall be without charge to Client unless caused by the nature of the data submitted by Client or caused by software provided to Supplier by Client.

8.6 Severability

If any provision of this Agreement is declared or found to be illegal, unenforceable or void [please be aware to use the most appropriate expression, based on the applicable national legal framework], then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable or void.

8.7 Waiver

No delay or omission by either party hereto to exercise any right or power hereunder shall impair such right or power or be construed to be a waiver thereof.

8.8 Change in Control of Client

If a change in control occurs with respect to Client, Supplier agrees to continue to provide Services under this Agreement; provided that (i) Supplier’s obligation to provide Services shall be limited to the entities comprising the Customer prior to such change in control; and (ii) Supplier’s obligation to provide Services shall be limited in any and all circumstances to the number of accounts and items processed in the [specify]-month period prior to such change in control occurring plus [specify] percent.

8.9 Governing Law

This Agreement shall be interpreted in the light of and governed by the laws of [indicate the country].

8.10 Competent Court

All disputes between the parties arising from or relating to this Agreement shall be brought before the Law Court of [indicate the city/country].

Or, in alternative

8.10 Arbitration

All disputes between the parties arising from or relating to this Agreement shall be settled by final and binding arbitration in accordance with and subject to [indicate the applicable arbitration rules of the competent arbitration chamber] in effect at such time by a panel of [specify the number] arbitrators selected in accordance with those rules. [Optional provision: Judgement upon the award rendered in any such arbitration may be entered in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and enforcement, as the laws of such jurisdiction may require or allow.]

Or, in alternative

8.10 Dispute Resolution

In the event of any dispute between the parties hereto arising from or relating to this Agreement, then, upon the written request of either party, each of the parties will appoint a designated representative to endeavour to resolve such dispute. The designated representatives will negotiate in good faith to resolve the dispute. Except for those disputes where injunctive relief may be an appropriate remedy, no formal proceedings relating to such dispute may be commenced until the designated representatives conclude in good faith that amicable resolution through continued negotiation of the matter in issue does not appear likely.

8.11 Survival

All provisions of this Agreement relating to confidentiality, indemnity, non-disclosure [and other as agreed by the parties] shall survive the termination of this Agreement.

8.12 Complete Understanding

This Agreement, including all Annexes attached hereto, constitutes the final, complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes any prior proposals, understandings and all other oral and written agreements between the Parties relating to the subject matter hereof.

[Names of the parties, date and place, signatures]