Outsourcing contract checklist

Most disputes start with what each side assumed was included.

• Which tasks are in, listed plainly, and which are out
• Volumes the price assumes (tickets, invoices, hours), and what happens above them
• Who supplies tools, logins, templates and written processes
• Which work the provider may hand to a subcontractor, if any

A promise with no number can't be measured, so turn each one into a target.

• Each target, with how it's measured, over what period and from which data
• Hours of cover, including holidays in both countries
• What you receive if a target is missed, and whether repeated misses let you leave
• Who reports the numbers, how often, and whether you can see the raw data

The rate is one line; you're after the monthly total.

• Rate, unit (hour, seat, ticket, user) and billing currency
• One-off fees: setup, recruitment, transition, equipment
• Billing timing: in advance or in arrears, and any deposit and how you get it back
• When the price can rise, by how much, and how much notice you get
• What counts as out of scope, and the rate for it

If named people matter to you, say so in the contract.

• Whether you interview and approve people, and whether they work only for you
• How fast someone is replaced, and whether handover time is billed
• Who manages them day to day, and how you raise a performance problem
• Whether you may hire them directly later, and at what fee

Agree where your information goes before it goes there.

• Where data is stored and which countries staff can reach it from
• Who has access, how it's granted, and how quickly it's removed when someone leaves
• Devices and networks used, and what the provider monitors
• How fast you're told about an incident, and who you're told by
• Which data rules apply to your business (ask your lawyer, then ask the provider how it meets them)

Be clear about who ends up holding what.

• Who owns what the team creates, including documents and code
• What the provider may reuse for other clients
• How long confidentiality lasts, and whether it covers the individual staff
• Whether the provider may use your name as a reference

You need a rhythm for catching problems before they reach the invoice.

• Who your named contact is, and who you escalate to
• How often you review performance, and what the report contains
• Who can approve extra hours or spend on your side

Your needs will move; agree in advance how the contract moves with them.

• How you scale up or down, with how much notice, and at what price
• How a change request works, and who signs it
• Whether a smaller volume changes your rate

Read this card first. It's the one you'll need if everything else goes wrong.

• Trial period, minimum term, and whether the contract renews automatically
• Notice period, and any fee for leaving early
• What the provider hands back: data, logins, documents, in what format and by when
• How much handover help you get, and whether it's billed
• What ends straight away if there's a serious breach, as your lawyer defines it