Outsourcing Services Agreement

221
BIJLAGEN
APPENDIX 3A – OUTSOURCING SERVICES AGREEMENT
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It should be noted that this example is not intended, and is not to be regarded as, a definitive
statement of best practice and is not intended to constitute professional advice or a substitute for
professional advice.
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but are not limited to, fires, terrorist acts, strikes, embargoes, shortages or
supplies of raw materials, or components or finished goods, acts of God, acts of
regulatory agencies or national disasters.
16. COUNTERPARTS. This Agreement many be executed in any number of counterparts.
17. ENTIRE AGREEMENT. The provisions herein constitute the entire agreement
between the parties and supersede all prior agreements, oral or written, and all
other communications between the parties, including any and all supplier or
distribution agreements. No term or condition contained in any document provided
by one party to the other party pursuant to this Agreement shall be deemed to
amend, modify, or supersede or take precedence over the terms and conditions
contained herein.
18. INSURANCE. NaviSite will place CBT and all affiliates designated by CBT
which are primarily related to the Data Centers under NaviSite's umbrella
insurance plan.
19. RIGHT OF FIRST REFUSAL. In the event CBT desires to sell any of the Data
Centers or its collocation business to a third party, CBT shall deliver a
written notice to NaviSite stating the price, terms, and conditions of the
proposed sale and the identity of the proposed transferee (a "Sale Notice").
Within a reasonable time period not to exceed fourteen (14) days after receipt
of a Sale Notice by NaviSite, NaviSite shall have the right, but not the
obligation to purchase such Data Center or its collocation business so offered
at the price and on the terms and conditions stated in the Sale Notice.
20. COMPLIANCE. CBT represents and warrants to NaviSite that as of the Effective
Date the operations of the Data Centers and the provision of services to its
customers is compliant with: (a) CBT service level agreements with its Data
Center customers; (b) its vendor contracts; (c) the operating lease and real
estate covenants for each Data Center; and (c) state or federal government laws,
regulations and/or filing requirements related to the Data Centers.
21. ASSIGNMENT/CHANGE OF CONTROL. Neither party may, without the prior written
consent of the other party, assign this Agreement, in whole or in part, either
voluntarily or by operation of law, and any attempt to assign this Agreement in
violation of this Section shall be a default of the Agreement pursuant to
Section 7.2 above and such assignment shall be null and void. In the event the
majority owner of a party becomes less than a 50% owner and/or the majority
owner's equity position drops below 35% of said party such events shall be
deemed assignments for purposes hereof ("Change of Control Events"). An owner of
a party which has a Change of Control Event shall have thirty (30) days from the
date of the Change of Control Event to declare such event an assignment, or such
event is waived as an assignment.
Outsourcing_V1#07.indd 221 16-12-2004 14:00:50
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