Termination Assistance Services in Outsourcing

Summary

This practice note discusses issues that should be negotiated and addressed in an outsourcing contract in the event that the outsourcing relationship terminates, particularly the need for termination assistance. In particular, it sets out termination issues, a termination assistance plan and additional rights and obligations in termination assistance. A master service agreement ("MSA") will typically include requirements for the supplier of the outsourced service to provide termination assistance services, as requested by the customer, to allow the services to continue without interruption or adverse effect and to facilitate the orderly transfer of the services to the customer or to a successor supplier. Those provisions will provide the legal framework for such assistance, and will include "soft" obligations like "reasonable cooperation." The devil is in the details though with respect to what should be, but often is not, provided. Typically a schedule to the applicable statement of ...