The Outsourcing Contract: Too Big? Too Complex? Is There a Better Model?
Author: Robert E. Zahler

The form of contract used in most full-scope outsourcing relationships, regardless of whether the arrangement is for information technology services (ITO) or some form of business process outsourcing (BPO), and regardless of whether the services are to be onshore or offshore, is not materially changed from language developed by attorneys during the late 1980’s and early 1990’s. Customers and suppliers uniformly complain about the size, complexity and lack of clarity of the contract.

This presentation focuses on how this form of contract came about, the issues it was seeking to address, and the problems that have arisen in contract form over the last 20 years. In addition, Pillsbury Global Sourcing will present its new form of agreement emphasizing more modular construction, smaller size and use of visual images in the contract.

Topics covered in this presentation include:

• What issues should be included in the outsourcing contract and why?
• How does a lawyer think about the outsourcing contract? Is that thought process different than how a business person views the contract? And, does any of this make a difference?
• Does the outsourcing contract direct, influence or change the behavior of the parties?
• Which contract provisions are the most important and which provisions are less important?
• Why does it take so long to negotiate an outsourcing contract?
• Is there a better way to contract for outsourcing services?