Outsourcing agreement template free

The Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights;

Each Party indemnifies and holds the other Party and its authorized persons harmless from and against all claims, liabilities, losses, damages, costs, and expenses, suffered or incurred by them arising out of or in connection with this Contract unless there is an act of gross negligence, wilful misconduct or bad faith by either party.

During the Term, the Service Provider shall maintain adequate insurance as required by any applicable law or regulation. Service Provider's lack of insurance coverage shall limit any liability under this Contract.

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name] . The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State] . The Arbitrators' decision shall be final and will be binding on both the Parties.

Severability : In the event, any provision of this Contract is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Contract and all other provisions shall remain in full force and effect as valid and enforceable.

Governing Law : This Contract shall be governed by and construed in accordance with the laws of the [State] without regard to conflict of law principles. If the disputes under this Contract are not resolved by Arbitration, the disputes shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein and all the Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

Entire Agreement : The Parties acknowledge that this Contract sets forth and represents the entire Contract between both the Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.

Notice: Any notice that is required by this Contract shall be in writing and shall be given to the appropriate party by personal delivery or certified mail, postage prepaid, or any such delivery service provided.

Force Majeure: Neither of the Parties shall be liable for any failure in performance of any obligation under this Contract due to causes beyond that Party's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority and other acts of God) during the pendency of such event.