IT outsourcing agreement

An outsourcing agreement (contrat d’infogérance) is the contract by which a company entrusts a provider with the management and operation of all or part of its information system: infrastructure, networks, workstations, applications or user support. It is a long-term outsourcing that transfers operational responsibility for a service to the provider while leaving the customer in control of its strategy. The outsourcing agreement combineshosting, of application maintenance and operations services.

The phases of the outsourcing agreement

First, the transition phase, during which the provider takes over the assets, the licence agreements, sometimes the staff, and documents the existing set-up. Next, the operations phase, governed by a service level agreement, a multi-level governance and a change management mechanism. Finally, the exit phase, organised by the exit clause, which allows the customer to take the service back or entrust it to another provider. Each phase has its own obligations, deadlines and deliverables.

Sensitive clauses

The price, often indexed and revisable according to volumes, must provide for benchmarking mechanisms against the market. Liability is capped, with exceptions for gross negligence, breach of confidentiality and data breaches. The software licences operated by the provider on behalf of the customer must authorise that use, failing which the customer is exposed to claims from publishers. The contract also deals with subcontracting, data location, compliance with the General Data Protection Regulation and security. The texts of general law can be consulted on Légifrance.

Key points

In practice, the outsourcing agreement creates a strong and lasting dependency. Its success rests on a precise scope, measured indicators, effective governance and a tested exit. Disputes concern service quality, cost overruns and exit conditions. The firm drafts and negotiates these contracts and acts in these disputes, as presented on the page contracts.