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Information Technology Outsorcing Transaction - Halvey K.J.

Halvey K.J. Information Technology Outsorcing Transaction - Wiley Publishing, 2005. - 649 p.
ISBN-10 0-471-45949-6
Download (direct link): informationoutsourcingtransactions2005.pdf
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[IF SERVICES WILL BE COMMENCED PRIOR TO EXECUTION OF SERVICES AGREEMENT: Customer desires Vendor to commence the provision of [OPTION 1: those Services described in [SPECIFY DOCUMENT] (the “Interim Services”)] [OPTION 2: the resources described in [SPECIFY DOCUMENT] (the “Interim Resources”)] as of [SPECIFY DATE] until the earlier of the execution of the Services Agreement and the termination of this Letter Agreement (the “Interim Service Period”). Customer agrees and acknowledges that time
2.9
FORM)
115
116 Ch. 2 Considering Outsourcing: The Request for Proposal and Vendor Selection
is critical and that Vendor agrees to provide the [OPTION 1: Interim Services] [OPTION 2 : Interim Resources] to Customer solely as a convenience to Customer. Vendor shall therefore not be liable for any damages incurred in connection with the provision of the [OPTION 1: Interim Services] [OPTION 2: Interim Resources] and Customer agrees to indemnify Vendor in connection with any
claims relating to the provision of the Services pursuant to paragraph_below.
Customer shall pay the fees for the [OPTION 1: Interim Services] [OPTION 2: Interim Resources] during the Interim Service Period [OPTIONS FOR PRICING: [ OPT A: set forth in [SPECIFY DOCUMENT] on the terms and according to the time frames set forth in [SPECIFY DOCUMENT]] [OPT B: as agreed upon by the parties or where not so agreed in advance fair and reasonable renumeration when directed to do so by Vendor] [OPT C: on a time and materials basis] [OPT D: at Vendor’s then-current commercial rates]. [Vendor may
change the fees upon_____days’ notice to Customer.]]
During the negotiation of the Services Agreement, it is expected the parties will exchange confidential information. The parties agree to treat such confidential information in accordance with the confidentiality provisions set forth in [SPECIFY DOCUMENT]. Substantially similar provisions will be included in the Services Agreement. In addition, the parties agree that negotiations that are intended to result in a definitive agreement are taking place between Customer and Vendor and the terms, conditions, or other facts with respect to such possible agreement, including the status thereof, shall be treated as “Confidential Information” in accordance with the same confidentiality provisions.
[IF EMPLOYEE TRANSFERS WILL COMMENCE PRIOR TO EXECUTION OF SERVICES AGREEMENT: In connection with the proposed transaction between Customer and Vendor, Customer intends to transition certain of its employees to Vendor (the “Transitioned Employees”). In the event Customer and Vendor execute the Services Agreement, Customer and Vendor wish to complete the transition of the Transitioned Employees to Vendor on [SPECIFY DATE]. In order to complete such a transition, it will be necessary for Vendor to commence preemployment screenings and similar employee-related tasks prior to the date of the Services Agreement between Customer and Vendor. In this regard, Customer and Vendor have agreed to certain terms and conditions relating to the transition of the Transitioned Employees, set forth in [SPECIFY DOCUMENT]. Substantially similar terms and conditions will be included in the Services Agreement between Customer and Vendor in the event the Services Agreement is executed. The agreement of Customer and Vendor on such terms and conditions does not in any way obligate Customer and Vendor to enter into the Services Agreement.]
[ IF INTERIM SERVICES OR EMPLOYEE TRANSFER PARAGRAPHS INCLUDED: Customer shall indemnify Vendor against and hold Vendor harmless from any claims (a) relating to the provision of services
described in paragraph_____above and (b) by or relating to the Transitioned
Employees.]
Appendix 2.9 Letter of Intent (Vendor Form) 117
Upon the termination of this Letter Agreement, [OPTION 1: each of the parties will bear its own costs and expenses incurred in negotiating the Services Agreement.] [OPTION 2: Customer shall (a) reimburse Vendor for any costs and expenses relating to [the negotiation and due diligence performed in connection with the Services Agreement [up to [SPECIFY DOLLAR AMOUNT] and] [IF EMPLOYEE TRANSFER PARAGRAPH APPLIES: the preliminary work performed by Vendor in connection with the proposed transition of the Transitioned Employees] [IF INTERIM SERVICES PARAGRAPH APPLIES: and (b) pay to Vendor any amounts incurred in connection
with the provision of the services described in paragraph_].] This paragraph
and paragraphs [LIST CONFIDENTIALITY AND INDEMNITY] shall survive the termination of this Letter Agreement.
[When the Services Agreement is executed, the terms and conditions of the Services Agreement shall apply retroactively to any work performed under this Letter Agreement.] This Letter Agreement shall be governed by, and construed in accordance with, the laws of [SPECIFY LAW].
Upon your understanding of and agreement to the foregoing, please sign the two original copies of this Letter Agreement provided to you and return one fully executed original to me.
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