This Practice Note considers the concept of customer responsibilities and dependencies in outsourcing agreements. It explains the meaning of these terms and contrasts them with assumptions. It describes the consequences of a failure to comply with a customer responsibility and goes on to consider the key issues from the perspectives of the supplier and the customer.

Customer responsibilities are obligations placed on the customer in an outsourcing or other services agreement which are necessary for the supplier to be able to perform its own obligations. They are sometimes called dependencies and are often heavily negotiated.

This Practice Note considers the following legal and commercial aspects of this concept:

1. •

   What are customer responsibilities?

2. •

   Consequences of customer failures

3. •

   Customer’s perspective

4. •

   Supplier’s perspective

5. •

   Implied duties

See also clause 25 and Schedule 6 of Precedent: Outsourcing agreement—long form.

Although this note focuses primarily on outsourcing, the issues that it describes are relevant in most services agreements, particularly those which are complex or long-term.