'Outsourcing' is the contracting out of a company's non-core and non-revenue generating activities to specialists. Before signing an outsourcing agreement, what are the factors that must be addressed?

A good outsourcing agreement provides a comprehensive road map of the duties and obligations of both the parties- outsourcer and service provider. It minimizes complications when a dispute arises. Before finalizing an outsourcing agreement, the terms should be thoroughly discussed and negotiated to avoid any misunderstanding at a later stage. Before signing an outsourcing agreement, the following factors must be properly addressed: Duties and obligations of Outsourcer Duties and obligations of service provider Security and confidentiality Legal compliance Fees and payment terms Proprietary rights; Auditing rights Applicable law Terms of the agreement Events of defaults and addressing Dispute resolution mechanism; Time limits Location or arbitration Number of arbitrators Time limits Interim measures/Provisional remedies Privacy Agreement Confidentiality agreement Rules applicable Appeals and enforcement Survival terms after the termination of the outsourcing agreement.