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

Please click for an Excel version of this register. Name of outsourcing supplier Excel Cleaning Supplies Address KMF House, London Lead contact at outsourcing supplier Kyle McFroxiter Description of services outsourced Office cleaning Category

This Practice Note explains the remedies of step-in rights, service credits, liquidated damages and termination, as these apply to outsourcing arrangements, with a particular focus on step-in rights and their interaction with other remedies. It also discusses the practical aspects of enforcing step-in rights and the key concerns from each party's perspective that commonly arise in negotiations about step-in rights. Remedies An outsourcing agreement will typically include a raft of remedies that a customer can elect to call upon in the event of a supplier default or other situations where the customer may need to interpose in the provision of the relevant services, the main ones being: • step-in rights • service credits • liquidated damages • ultimately, termination Each is explained in detail below, with more comprehensive discussion about step-in rights, because service credits, liquidated damages and termination are explored more fully in other related materials (as specified below). From a negotiation perspective, they are also explored in Practice Notes: Negotiation guide—IT contracts and Negotiation guide—services agreements, which can be

1 Details of outsourcing arrangements Description of proposed outsourcing services [Insert details] Proposed outsourcing supplier (OS) [Insert details] Date of risk assessment [Insert date] Person(s) signing off risk assessment [Insert name(s)] 2 Client risks Risk Likelihood Impact Mitigation Outsourcing may not be in the best interests of all clients ☐ Low☐ Medium☐ High ☐ Low☐ Medium☐ High [Insert details] Outsourcing may interfere with our duty to provide a proper standard of service to clients ☐ Low☐ Medium☐ High ☐ Low☐ Medium☐ High [Insert details] The OS’s involvement may prevent us from providing sufficient information to allow the client to make informed decisions about their case ☐ Low☐ Medium☐ High ☐ Low☐ Medium☐ High [Insert details] We might fail to inform clients of the impact of outsourcing on the costs of their case ☐ Low☐ Medium☐ High ☐ Low☐ Medium☐ High [Insert

This checklist provides interview questions for the evaluation of finalists in the selection of an outsourcing supplier. This checklist can be tailored to the client’s industry and the attributes of the finalist suppliers. See also: Outsourcing supplier interview questions—checklist and Outsourcing supplier selection and due diligence—checklist. The following questions may be asked in interviewing the finalists in supplier selection. It is important that the same basic questions be used when interviewing suppliers to provide for consistency in comparing responses: • How is your approach different than other suppliers? • Tell us about similar projects that you have completed and share with

This checklist provides interview questions for the evaluation of outsourcing suppliers. This checklist includes general questions and should be tailored to the client’s industry and the type of outsourcing services sought. See further: Outsourcing supplier interview questions (finalist supplier selection)—checklist and Outsourcing supplier selection and due diligence—checklist. • What does your financial performance look like? • What projections have

This checklist assists an organisation with the due diligence and risk analysis essential to successful selection of outsourcing service providers. See also: Outsourcing supplier interview questions—checklist and Outsourcing supplier interview questions (finalist supplier selection)—checklist. Question Yes/No Comments Does the review of the proposed supplier address some, if not all, of the following: 1. Experience in implementing and supporting the proposed activity? [Yes/No] [comment] 2. Audited financial

Outsourcing agreements are normally long-term, complex, high-value arrangements for services which are critically important to the customer’s business. There are a number of reasons why termination rights in outsourcing agreements receive particular attention, especially when compared to simpler and shorter-term contracts. For example: • it is often difficult for the customer to replace the supplier at short notice. The services provided are normally tailored to the customer’s requirements with a period of ‘transitioning’ prior to service commencement. If the supplier was able to terminate on short notice the customer may be left without a critical business function, and • the supplier will have anticipated a long-term revenue stream for at least the agreed contract term and may not be able to recover all of its costs if the arrangement terminates early The termination rights a party is able to secure will reflect that party’s relative bargaining position. The customer will commonly have a stronger position during negotiations, particularly if there are a number of potential suppliers, but that is not always the case. Accordingly, the termination

This Checklist includes key compliance stages for law firms engaging in outsourcing, from the point at which your firm first considers entering into an outsourcing agreement up to and including post-agreement auditing. It reflects the requirements of the SRA Standards and Regulations and should be read in conjunction with Practice Notes: • Outsourcing and offshoring—law firms • Outsourcing—systems and controls for law firms • Outsourcing for law firms: compliance lifecycle Type of outsourcing Requirement Compulsory or recommended Comments (if any) ☐ Identify whether you outsource any reserved legal activitiesSee Practice Note: Outsourcing and offshoring—law firms—Different categories of outsourcing Compulsory You must not outsource the provision of reserved legal activity services to a provider that is not authorised by the SRA (or another regulator) to provide reserved legal services (Insert any comments you may wish to make regarding your firm’s arrangements) ☐ If yes, confirm your outsourcing supplier is authorised to conduct reserved legal activities As

Description of outsourced services [State nature of services, eg data entry, catering services] Outsourcing supplier [Identify the outsourcing supplier to which this record relates] Audit team [Identify the individuals within the customer business who are involved in the audit exercise, eg commercial leads, operational leads, in-house legal/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] Date audit completed [Insert date] Audit record What service levels were the customer seeking to achieve by

This Practice Note considers the key employment law issues which may arise when drafting and negotiating outsourcing arrangements, focusing in particular on the application of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), SI 2006/246. Issues considered include: • different types of outsourcing situation • core planning considerations • the application of TUPE and the possible implications • who and what transfers under TUPE • dismissals • changing employment terms • provision of employee information • the obligation to inform and consult • the commercial dynamic • different approaches to outsourcing arrangements • managing TUPE risk, and • conduct of claims This Practice Note should be read in conjunction with the TUPE and asset purchases—overview and the following, more detailed, Practice Notes: • TUPE—service provision changes • TUPE—business transfers • TUPE—transnational transfers • TUPE—transfer of rights and liabilities • TUPE—transfer of employees • TUPE—protection against dismissal • Information and consultation in transfers This Practice Note does not replicate the comprehensive analysis of TUPE in those Practice Notes; instead, it highlights the key areas which may be relevant to commercial negotiations in an outsourcing