Description of proposed outsourcing services [State nature of services customer proposes to outsource] Proposed outsourcing supplier [Identify the proposed outsourcing supplier to which this due diligence record relates] Due diligence team [Identify the individuals within the customer business who have been involved in the due diligence exercise, eg commercial leads, operational leads, in-house legal or general counsel, head of IT, finance, risk and compliance, head of HR] Name Role [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] [Insert details] Internal due diligence Findings or outcome Date signed off How are the services the customer is proposing to outsource currently supplied? [Insert details] [Insert date] What is the geographical scope of these services and their supply? [Insert details] [Insert date] What service levels are currently achieved in relation to the existing service provision? [Insert details] [Insert date] What are the service levels the customer is seeking to achieve by outsourcing? [Insert details] [Insert date] From which premises are the services currently provided? [Insert details] [Insert date] Have all equipment and assets currently used to provide the services been identified? [Insert details] [Insert date] Does the customer have any existing outsourcing contracts that may be affected by the proposed outsourcing arrangements? If yes, please identify the parties and describe the

Description of proposed outsourcing services [State nature of services you propose to outsource, eg typing of digital dictation] Proposed outsourcing supplier [Identify the proposed outsourcing supplier to which this due diligence record relates] Due diligence team [Identify the individuals within your business who have been involved in the due diligence exercise, eg procurement, head of dept, head of IT, head of HR] Name Role [Insert name] [Insert role] [Insert name] [Insert role] [Insert name] [Insert role] [Insert name] [Insert role] Internal due diligence Consideration Findings or outcome Date signed off How are the services we are proposing to outsource currently supplied? [Insert findings or outcome] [Insert date] What service levels are currently achieved in relation to the existing service provision? [Insert findings or outcome] [Insert date] What service levels are we seeking to achieve by outsourcing? [Insert findings or outcome] [Insert date] From which premises are the services currently provided?  [Insert findings or outcome] [Insert date] Have we identified all equipment and assets currently used to provide the services? [Insert findings or outcome] [Insert date] Do we have any existing outsourcing contracts that may be affected by the proposed outsourcing arrangements?If yes, please identify the parties and describe the main contract terms. [Insert findings or outcome] [Insert date] Have

This Practice Note outlines the key risks on exit from an outsourcing contract, and deals with defining exit services, the term and exit period, the obligation to cooperate and to provide information for the purpose of re-tendering, staff, knowledge, intellectual property rights, asset and contract transfers, exit plan and exit costs, and what to do if a contract does not provide for exit. One certainty of any outsourcing deal is that it will end. So while not planning for failure, outsourcing contracts should be structured so that they address the need for an orderly move to the next stage after their termination (whether for convenience or due to a default) or on their planned expiry date. Addressing the exit process in the outsourcing contract is essential. Furthermore, it is vital that the customer holds the supplier to its contractual obligations to plan for exit during the term of the contract such that it can be quickly invoked in the event of termination or expiry. Doing so should mean that:

The diagram below shows key compliance steps from the point at which your firm first considers entering into an outsourcing agreement up to and including post agreement auditing. The diagram incorporates: • Solicitors Regulation Authority (SRA) requirements • data protection requirements • general risk management best practice For guidance on the steps shown in the diagram, see Practice Note: Outsourcing—systems and controls

This Practice Note examines outsourcing in the insurance sector. The related documents pod on the right includes links to a suite of Practice Notes providing comprehensive practical guidance on commercial outsourcing generally. Outsourcing in insurance Outsourcing is increasingly prevalent in the insurance sector. Whereas, traditional models saw insurers entering into binding authority arrangements limited (mainly) to the underwriting of risks and associated claims work, the growth of technology has seen an upsurge in outsourcing to third parties. With advances in technology, a whole raft of business functions from form processing, claims calls, auditing and data collection through to the hive-out of whole books of business (for example, life books where its long-tail nature can require an insurer to retain records/meet claims for decades after the policy was acquired) are now capable of being outsourced. While the outsourcing of business functions can (and does) benefit insurers (and reinsurers), there are a multitude of legal and regulatory obligations to be considered when outsourcing functions to third-parties. Those commence with pre-agreement considerations and extend to how to achieve an orderly

This Practice Note introduces outsourcing deals and covers the following aspects of the lifecycle of the typical outsourcing transaction, primarily from the customer's perspective: • Characteristics of outsourcing deals • Why organisations outsource • The lifecycle of a typical outsourcing deal • Analyse requirements • Scope project • Commercial considerations • Technical considerations • Regulatory impact • Deal structure • Offshore/near shore and cloud services • Procurement process • Selection and contract • Delivery and contract management • Contract end/renewal The outsourcing process is often complex but provided that it is approached systematically with clear goals in sight, it can be managed in an orderly way. Taking a structured approach enables customers to have realistic objectives, establish how to measure the achievement of those objectives and then contract on a basis that will allow those objectives to be met. Characteristics of outsourcing deals An outsourcing deal involves the transfer of the responsibility for delivering a service to an external provider (or from one external provider to another). Outsourcing deals are more

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Originally authored by James E. Meadows, Culhane Meadows PLLC for Lexis Practical Guidance® US, and adapted for Lexis+® UK. This Practice Note provides an outline that will help guide the development of a negotiation plan to support an outsourcing transaction. Given the complexity of the matters to be negotiated in an outsourcing deal, the often compressed timeframe (particularly where dual negotiations are contemplated), and the volume of documents required to capture the parties' agreements, negotiations must be well-organised and disciplined. This Practice Note does not discuss the specifics of the key negotiation points likely to arise. This is covered in detail in Practice Notes: Negotiation guide—services agreements andNegotiation guide—IT contracts. Pre-negotiation considerations Ensuring successful outsourcing negotiations begins prior to negotiations. It starts with questions about whether to outsource or not. Negotiations will address the key points for an outsourcing transaction, such as: • What are the pros and cons of outsourcing? • What will be the financial benefits of outsourcing versus doing it in-house? • What efficiencies does the company hope to gain by outsourcing? • Is

1 Introduction 1.1 We are committed to providing the highest standards of care and service to our clients. 1.2 From time to time, we may outsource certain activities to third party outsourcing suppliers: 1.2.1 to ensure we provide legal services in the most appropriate, efficient and cost-effective manner; and/or 1.2.2 at the specific request of one or more clients. 1.3 We take seriously our obligations under the SRA’s regulatory regime, the UK General Data Protection Regulation (UK GDPR) and all other relevant regulation and legislation. 2 Responsibility 2.1 The [insert eg, COLP] has overall responsibility for our outsourcing arrangements. 2.2 The [insert eg, COLP] will review this policy at least annually to ensure it remains fit for purpose and compliant with the applicable legislation. 3 What is outsourcing? 3.1 Outsourcing occurs when we use a third party to provide services that we could provide ourselves. Common examples within the legal sector include payroll, certain IT functions, finance or typing. Outsourcing can also involve activities of a more legal nature, eg initial drafting of contracts, research or document review. 3.2 On some occasions, we may outsource services to a supplier based outside England and Wales. This is still outsourcing, but

1 Description of proposed outsourcing services [State nature of services you propose to outsource, eg typing of digital dictation] 2 Proposed outsourcing supplier [Identify the proposed outsourcing supplier to which this due diligence record

Originally authored by James E. Meadows, Culhane Meadows PLLC for Lexis Practical Guidance® US, and adapted for Lexis+® UK. This Practice Note discusses the considerations faced by the customer commissioning an outsourcing process in its approach to the marketplace of potential outsourced services providers and the alternative methodologies that it can take to narrow the field at several consideration stages of the selection process. It is aimed at general commercial practitioners advising business customers in relation to outsourcing transactions in the private sector, and does not consider public procurement outsourcing considerations. In the context of choosing a procurement approach for an outsourcing agreement, no single strategy suits all situations and quite often unique circumstances will necessitate a custom made approach. For example, clients (customers of outsourcing services) often favour competitive bidding approaches, but in particular situations, sole source arrangements can yield the kind of competitive terms usually obtained through formal competition, particularly when one can leverage existing relationships or adopt a phased approach in achieving its outsourcing function goals. The right solution often involves similar