Standard agreement for Outsourcing Services for ICT Norway

STANDARDAGREEMENT

Outsourcing Services Agreement

(hereinafter referred to as the “Agreement”)

between

……………………………………………………Org.no:…………………

(hereinafter referred to as the “Supplier”)

WITH THE BUSINESS ADDRESS:……...……………………………………………………

and

……………………………………………………..Org.no:………………….

(hereinafter referred to as the “Customer”)

WITH THE BUSINESS ADDRESS:…………...………………………………………………

The parties have executed an agreement for the Supplier to deliver the outsourcing services subject to the enclosed terms and specifications. To the extent that the following annexures are marked, they form an integrated part of this Agreement:

Number / Content
ANNEX 1 / Outsourcing Specification
ANNEX 2 / Description of the Customer and its business
ANNEX 3 / Milestone plan for the commencement of the Outsourcing
ANNEX 4 / Transfer of the Customers employees
ANNEX 5 / Transfer of the Customers equipment and software
ANNEX 6 / Projects relating to the commencement of the Outsourcing
ANNEX 7 / Co-operation organisation
ANNEX 8 / Terms relating to termination of this Agreement
ANNEX 9 / Payment and terms regarding prices
ANNEX 10 / List regarding Contracts, which shall be transferred from the Customer to the Supplier
ANNEX 11 / Overview regarding other material attached this Agreement
ANNEX 12 / Alterations to the general terms and conditions entering this Agreement
ANNEX 13 / Alterations to this Agreement after contracting

The Agreement is executed in two originals, each party retaining one original.

Place:……………………….Place:………………………..

Date:………………………..Date:………………………...

For the Supplier:For the Customer:

……………………………..………………………………

ICTNorway has all the IPR to the agreement that according to the Norwegian Copyright Act should not be copied without

expressed approval by ICTNorway. The agreement should only be used according to expressed approval by ICT Norway.

(6th version/September 2010)
TABLE OF CONTENT

1.DEFINITIONS

2.GENERAL

3.OUTSOURCING

3.1General

3.2Level of Service

3.3Alterations, Upgrading and Change of equipment and Software

3.3.1Equipment

3.3.2Basis Software

3.3.3User Software

3.4Customer Support

3.5Manual for Operation

3.6The Customer’s Tasks regarding the Outsourcing

3.7Liability for Sub-Contractors

3.8Processing of personal information

4.MILESTONE PLAN FOR COMMENCING THE OUTSOURCING.

5.TRANSFER OF EMPLOYEES

5.1Introduction

5.2Information and Warranties regarding the transferred employees

5.3The Supplier’s part in the employment contracts

5.4The Supplier’s employment of the Customer’s employees

5.5Transfer of the employees

5.6Use of employees between the Commencement date and the Acceptance date

5.7Changed Conditions

6.TRANSFER OF EQUIPMENT, SOFTWARE AND DOCUMENTATION ETC.

6.1General

6.2Warranties relating to equipment and software, which shall be transferred

6.3Right to use equipment between Commencement date and Acceptance date

6.4Updating of documentation

7.COMMENCEMENT OF THE OUTSOURCING SERVICES

7.1Introduction

7.2Preparation for the Commencement date

7.2.1Activities in the Customer’s Operational Environment

7.2.2Information

7.2.3Data conversion

7.2.4Related Tasks

7.3Commencement of the outsourcing

7.4Acceptance Period

7.4.1The Content of the Acceptance Period

7.4.2Acceptance

7.4.3Non-fulfilment of the requirements during the Acceptance Period

7.4.4Liability during the Acceptance Period

7.5The Customer’s operational environment

7.6The consequences of acceptance

8.SECURITY, QUALITY CONTROL, DISASTER PLANS AND LICENCES

9.CO-OPERATION

9.1Introduction

9.2Organisation of Co-operation and Contact Persons

9.3Access and Control

9.4Meetings

10.PAYMENT AND TERMS OF PAYMENT

10.1Payment

10.2Invoicing, due date, interest on late payment and other potential payment conditions

10.3Travel cost

10.4Settlement related to the transfer of employees

10.5Public taxes etc

10.6Priceregulation

11.CHANGES

12.RISKS

13.RIGHTS TO EQUIPMENT, SOFTWARE ETC

13.1Rights to equipment, software etc. from the Customer, which shall be included in the Outsourcing Services

13.1.1Prior to the Commencement date

13.1.2After the Commencement Date

13.1.3As from the Acceptance date

13.2Rights to equipment and software, which the Supplier purchases from a third party

13.3Rights to equipment and software not transferred to the Supplier

13.4Rights to data treated in the Operational Environment

13.5Rights to documentation and material

13.6Rights to general knowledge and know-how

14.CONFIDENTIAL INFORMATION

14.1Which information is considered confidential

14.2Obligations regarding Confidential Information

14.3Limitations in the obligations related to confidential information

14.4Duration

14.5Notice regarding disclosure or loss of confidential information

15.INSURANCE

16.FORCE MAJEURE ETC.

17.NOTIFICATION, BREACH AND REMEDIES

17.1Notification

17.2Breach by the Supplier

17.2.1Delay

17.2.2Defective Outsourcing Services

17.2.3Defect in title of the Supplier

17.3Breach by the Customer

17.3.1Breach regarding payment

17.3.2Delay

17.3.3Defect in title of the Customer

17.4Compensation

17.4.1General

17.4.2Circumstances for which the Supplier shall not be held liable

17.5Cancellation

17.6Bankruptcy

17.7Reconstruction of data

18.TERM AND TERMINATION

19.EXIT AND TERMINATION

19.1Exit prior to the Acceptance Date

19.2Later termination of the Outsourcing Services

20.TRANSFER

21.CHOICE OG LAW

22.CONFLICTS

23.NOTIFICATIONS

1.DEFINITIONS

The Agreement: / This standard form document with ANNEXURES
Basis Software: / Software described as basis software in ANNEX 1
User Software: / Software described as user software in ANNEX 1
Manual for Operation: / Manual for Outsourcing.
Operational Environment: / Equipment, software and organisation of the operation as it shall appear after the Supplier has commenced the delivery of the Outsourcing.
The Outsourcing: / The complete services which the Supplier shall deliver according to the terms of this Agreement.
Alteration: / Alteration/variation of the parties’ obligations contained in this Agreement.
Consequences of the Alteration: / The impact of an alteration on the fees payable for performance of the terms of this Agreement, the Milestone plan and the supplier’s services as referred to in this Agreement.
Requests of Alteration: / The documents as mentioned in Section 1, Paragraph 11.
Milestone plan: / The plan for the commencement of the outsourcing, including any necessary pre-project, tests and/or any Acceptance periods and time schedules.
Acceptance date: / The date:
  1. the Acceptance Period has been approved by the Customer, or
  1. the Acceptance Period expires, and the Customer at that stage has not in written refused to approve the Acceptance Period stating such objections against the Acceptance Period that gives the Customer the right to refuse such approval, or
  1. the services meet the specification after that the Customer has put forward objections, the Supplier has performed corrective measures and the Supplier has notified the Customer about such performed measures.

Confidential Information: / Information deemed as confidential according to Paragraph 14.1
The Customers Business: / The Customer’s business as defined in ANNEX 2
The Commencement date: / The date on which the Supplier shall start the delivery of the Outsourcing, and the date when the Customer shall place at the Supplier’s disposal such equipment, software and employees, which the Supplier may take over from the Customer at the Acceptance date.
Acceptance Period: / The period between the Commencement date and the Acceptance date, cf. Paragraph 7.4.
Level of Service: / Such specific and measurable requirements regarding the quality and level of service of the Outsourcing, as are agreed between the parties and referred to in paragraph 3.2.

2.GENERAL

Before entering this Agreement, the parties have agreed on the Specification for the Outsourcing. This Specification is included in ANNEX 1.

The Supplier shall deliver the Outsourcing in accordance with the above mentioned Specification, in accordance with the terms and conditions stated in this Agreement.

3.OUTSOURCING

3.1General

The Supplier shall deliver the Outsourcing Services in accordance with the Specification in ANNEX 1.

The Supplier shall in accordance with the terms of this Agreement purchase, install and dimensionequipment and Basis Software in compliance with the agreed requirements for the Outsourcing Services. If the Supplier, according to terms of this Agreement shall purchase equipment, software etc. from the Customer this shall be included in the Supplier’s estimations of what is necessary to fulfil the requirements.

3.2Level of Service

The Supplier is responsible for complying with the Level of Service.

The Level of Service consists of several elements, which collectively express the quality and performance level expected to be achieved by the Supplier in respect of the Outsourcing Services. The provisions relating to the Level of Service are those specified in ANNEX 1.

The conditions, measuring and estimation methods required to attain the Level of Service are specified in ANNEX 1. The Supplier’s agreed down-time for the Outsourcing Services, as mentioned in ANNEX 1, shall not be included in the calculations of the Level of Service.

If an erroraffects several elements of the Level of Service, it shall regardless of this, only be considered as an actual error in relation to one of the elements.

The Supplier is not liable for failure to achieve the agreed Level of Services, to the extent that the failure directly or indirectly is caused by

  1. The Customer, exceeding the agreed load capacity, and implementation of or changes in User Application Software .
  2. Implementation of extraordinary measures of performance and implementation -of new equipment and new or updated Basis Software, if the Supplier has given the Customer prior written notice regarding such implementation.
  3. Reconstruction of data, regardless of the cause.
  4. Termination of any agreements entered into with a third party for products necessary for the performance/delivery of the Outsourcing Services, where the agreements are terminated by the third party without breach on the part of the Supplier.

3.3Alterations, Upgrading and Change of equipment and Software

3.3.1Equipment

If the Customer requests the Supplier to use equipment other than that which is taken overfrom the Customer and/or the equipment the Supplier has opted to use according to Paragraph 3.1, any extra costs incurred by the Supplier shall be met by the Customer according to the provisions relating to Change in Paragraph 11.

If it is necessary for economical or technical reasons, the Supplier is entitled to modify the configuration of the equipment. Such modification must not cause any inconvenience to the Customer in relation to the agreed Level of Service or functionality, unless otherwise agreed between the parties.

3.3.2Basis Software

If it is required because of economical or technical reasons, the Supplier is entitled to modify the configuration of Basis Software. This must not cause undue inconvenience to the Customer in relation to the agreed Level of Service or functionality, unless otherwise agreed between the parties.

The Supplier may require implementation of new Basis Software, new releases or new versions of the Basis Software. If this requires modifications of the Customer’s User Software, the Customer may require a postponement of the modifications for a period of up to six months. In circumstances where a third party? supplier of such Basis Software has terminated maintenance of such or where the Customer requests that the process of modifying the Customer’s User Software is suspended , the Supplier may claim payment of its expenses caused by use of extra resources, provided appropriate documentary evidence of such payments is supplied.

The Customer may request implementation of upgrades of Basis Software, new releases or new versions of the Basis Software. In this case the implementation of such requirements will be done in accordance with the provisions of Paragraph 11. Alterations.

3.3.3User Software

If new User Software, new releases or new versions of the User Software shall be implemented, the Supplier shall undertake any necessary modifications in the Operational Environment as a result of this implementation, including optimisation of the Operational Environment. This shall be done in accordance with the provisions of Paragraph 11: Alteration.

3.4Customer Support

Terms and specifications for the Customer Support are specified in ANNEX 1.

3.5Manual for Operation

With full co-operation from the Customer the Supplier shall prepare a Manual for Operation. Further specification requirements for the content of this manual shall be as stated in ANNEX 1.

3.6The Customer’s Tasks regarding the Outsourcing

The Customer’s tasks regarding the Outsourcing shall be specified in ANNEX 1.

Any terms regarding the identity of personnel who shall perform the Outsourcing Services shall be included in ANNEX 7.

3.7Liability for Sub-Contractors

Each party shall be fully liable for the performance of agreed services that is performed by their own sub-contractors.

3.8Processing of personal information

As part of the Supplier’s services according to this Agreement, the Supplier might potentially process personal data on behalf of the Customer. The Supplier shall then follow and act in accordance with the relevant regulation regarding personal data protection and security in the Personal Data Act.

When the Supplier, in connection with this Agreement, process personal data (as defined in the Personal Data Act § 2 no 1 and 2) on the behalf of the Customer, the Supplier shall therefore;

  1. only process personal data in accordance with written instructions from the Customer, after advance approval from the Customer or to the extent the processing is an ordinary consequence of the services that shall be delivered under this Agreement;
  1. carry out necessary technical and administrative measures to protect personal data against incidental or unlawful destruction or against incidental loss, against non authorized changes, distribution or access, specifically if the processing includes transmission in a network, and also against all form of unlawful processing;
  1. process personal data in a reasonable way and in accordance with the law;
  1. with exception when the Customer in writing has instructed otherwise, carry out all reasonable measures to delete the data after a reasonable time relatively to the reason for the collecting for or later on are processed for, but only to the extent the data can not be kept for an unlimited time period;
  1. give no access to or distribute of the data to anybody, except if this is necessary or permitted according to this Agreement or with the Customers written approval
  1. co-operate with and assist the Customer in meeting the registered person’s right to access the data about himself and/or secure that the data is deleted or corrected if they are not correct (or in situations when the Customer and the registered person disagree, to mark the fact that the registered person is of the opinion that the data is not correct) – the Supplier’s potential extra cost in connections with such measures shall be carried by the Customer; and
  1. not process data beyond what is reasonable and necessary for performing his duties according to this Agreement.

When the Supplier processes personal data on the behalf of the Customer, the Supplier shall in connection with the processing of personal data carry out the measures that are:

  1. reasonable and necessary for fulfilling the Agreement; and
  1. in accordance with the fulfilment of the Agreement and relevant statutory rule and regulation.

4.MILESTONE PLAN FOR COMMENCING THE OUTSOURCING.

The Supplier and the Customer shall jointly prepare a Milestone plan for the commencement of the Outsourcing. The Milestone plan shall be included in ANNEX 3.

5.TRANSFER OF EMPLOYEES

5.1Introduction

If the Customer’s employees shall be transferred to the Supplier, this shall be done according to terms of this paragraph 5. It is a condition precedent to this transfer that it is agreed by both parties prior to the date of this Agreement which of the Customer’s employees the Supplier shall take over. This shall be specified in ANNEX 5. The transfer of the Customer’s employees shall be effective on the Acceptance Date.

5.2Information and Warranties regarding the transferred employees

The Customer warrants that no separate agreements have been entered into with the employees the Supplier shall take over, beyond those which have been notified in writing by the Customer to the Supplier prior to entering into this Agreement. All terms applicable for the staff shall be as specified in ANNEX 4 or in a separate document given to the Supplier’s Human Resources Manager.

5.3The Supplier’s part in the employment contracts

By taking a transfer of employees, the Supplier does not agree to be bound by the terms of any tariff agreements other than the terms of the relevant tariff agreements. The Supplier shall on or prior to the date specified in ANNEX 3, inform the organisation(s), with which the employees have such tariff agreements in respect of which the Supplier is not to be bound, that the Supplier does not agree to the relevant tariff agreement (cf., Act related to worker protection and working environment, chapter XII A.)

The Supplier shall simultaneously with any offer of employment, inform employees, which are offered employment by the Supplier that their present individual employment terms will be respected if they accept the offer and thus are employed by the Supplier.

5.4The Supplier’s employment of the Customer’s employees

The transfer of the employees will be effected in accordance with the provisions of the Act relating to working environments which from time to time shall be in force. The from time to time current Act shall also be applied at termination of this Agreement.

The Supplier shall have no liability for those employees, which are retained by the Customer. The Customer shall indemnify the Supplier against any claims raised against the Supplier by these employees.

5.5Transfer of the employees

The Customer shall be liable to the Supplier to indemnify and keep the Supplier harmless for all liability arising from the Customer’s obligations to the employees to be transferred under the terms and conditions of the employment contracts, in respect of the period up to and including the Acceptance Date. The Customer shall fulfil all its outstanding obligations to the employees on or before the Acceptance Date.

The Supplier can request documentation evidencing the Customer’s fulfilment of salary payment obligations and other obligations owed to the employees. However, the Customer shall pay the then current salary to the employees on the first regular pay day after the Acceptance Date, for those employees taken over by the Supplier. This shall apply regardless of whether the payment relates to work done for the Customer or for the Supplier. Salary which the Customer has paid to employees transferred to the Supplier, shall be reimbursed in the Final Settlement (regarding the transfer), to the extent it covers any time period after the Acceptance Date.

5.6Use of employees between the Commencement date and the Acceptance date

The employees to be transferred to the Supplier according to ANNEX 4 shall be at the Supplier’s actual disposal as from the Commencement date, cf. Paragraph 7. For use of the Customer’s staff in the period between the Commencement date and the Acceptance date, the Supplier shall pay to the Customer such compensation as specified in ANNEX 4. The Supplier shall have the right to instruct these employees to the extent it is necessary for the performance of the Acceptance Period. The Customer shall agree with the Supplier, practical issues such as holiday arrangements etc. Any further provisions relating to the Supplier’s use of these Employees during the Acceptance Period shall be set out in ANNEX 4.