Outsourcing Services Contract Template

Retained Rights

Each party will retain all right, title, and interest in and to its own Pre Existing Intellectual Property irrespective of any disclosure of such Pre Existing Intellectual Property to the other party, subject to any licenses granted herein.

Pre Existing Intellectual Property

Service provider will not use any third party Pre Existing Intellectual Property in connection with this Contract unless Provider has the right to use it for Customer’s benefit. If Provider is not the owner of such Pre Existing Intellectual Property, Provider will obtain from the owner any rights as are necessary to enable Service Provider to comply with this Contract.

Service Provider grants Client a non exclusive, royalty free, worldwide, perpetual and irrevocable license Pre Existing Intellectual Property, to the extent such Pre Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.

Service Provider will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Provider clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Provider identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Customer in writing. Service Provider represents, warrants and covenants compliance and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied under this services contract. 

Ownership of Deliverables

Subject to Provider and third party rights in Pre‐Existing Intellectual Property, all Deliverables,despite status are property of client. Service Provider agrees that client will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim for additional compensation and without challenge, opposition or interference by said Provider and will cause each of its Personnel to, waive their respective moral rights therein. Provider will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.

No Rights to Customer Intellectual Property

Except for the limited license to use materials provided by Customer as may be necessary in order for Service Providerto perform Services under this Contract, Provider is granted no right, title, or interest in any Customer Intellectual Property.

Confidential Information

For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Service Provider hereunder). Confidential Information does not include:

a. information that is or becomes  publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;

b. generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;

c. information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;

d. information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party.

Customer Confidential Information

The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract.  

Service Provider will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.

Non-Disclosure

The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose  Confidential Information to any person or entity.  Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.

Right to Disclose

With respect to any information, knowledge, or data disclosed to Customer by the Service Provider  the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Provider must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work.

Service Provider represents that its execution and performance of this Contract does not conflict with or breach any contractual,other obligations in which provider is committed too.  Service Provider shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Provider or which is detrimental to Customer’s business interests.

Customer may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to Service Provider.

Service Provider may terminate this Contract upon days prior written notice provided there are no deliverables in progress during that period.

Customer may terminate this Contract and/or any open projects immediately for cause if the Provider fails to perform any of its obligations under this Contract or if a breach of any the warranties provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within ten (10) calendar days (unless extended by Customer) following notice by Customer.  Customer shall be entitled to seek and obtain all remedies available to it in law or in equity

Upon termination of any project or work given Service Provider hereunder, Provider will immediately provide Customer with any and all work in progress or completed prior to the termination date. As Customer’s sole obligation to Provider resulting from such termination, Customer will pay  an equitable amount as determined by Customer for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination

Upon termination or expiration of this Contract or a project performed by Service Provider hereunder, whichever occurs first, Provider shall promptly return to Customer all materials and or tools provided by Customer under this Contract and all Confidential Information provided by Customer.

Non-Conforming Services and Deliverables

• If any of the Services performed or Deliverables delivered do not conform to specified requirements, Customer may require the Service Provider to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Providers sole cost and expense.  When the defects in Services and/or Deliverables cannot be corrected by re-performance, Customer may: (a) require the necessary action to, at Service Providers own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Provider and accepted by Customer.

• If Service Provider fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Customer to be sufficient to ensure future performance of the project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the services or subcontract to another Provider to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Freelancer and/or (b) terminate the project and/or this Contract for default.

Assignment

Provider shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

Governing Law

The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of , excluding its choice of law rules.

Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected.

Independent Contractor

Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Service Provider and Customer. Customer and Service Provider agree that the Provider is, and at all times during this Contract shall remain, an in dependent contractor.  

Force Majeure

Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.  In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Service Provider and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Freelancer.

Entire Contract

This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written.  Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

​

​

​[Sender.Company]​

​[Sender.FirstName][Sender.LastName]​

​[Client.Company]​

​[Client.FirstName][Client.LastName]