Data Entry Outsourcing Agreement Template

This Data Entry Outsourcing Agreement (“Agreement”) is entered into on [Date] (“Effective Date”) by and between [Client Company Name], a [State] corporation having its principal place of business at [Address] (“Client”) and [Outsourcing Company Name], a [State] corporation having its principal place of business at [Address] (“Outsourcer”).

WHEREAS, Client desires to outsource data entry services to Outsourcer and

WHEREAS, Outsourcer has the necessary expertise, resources and infrastructure to provide data entry services to Client

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Client and Outsourcer agree as follows:

  1. SCOPE OF SERVICES: Outsourcer shall provide data entry services to Client in accordance with the terms and conditions set forth in this Agreement. The services shall include the entry of data from documents provided by Client into an electronic format, as well as any other related services that may be agreed upon by the parties in writing.
  2. TERM: This Agreement shall commence on the Effective Date and shall continue for a period of [Number of months or years] unless terminated earlier in accordance with the terms of this Agreement.
  3. FEES: Client shall pay Outsourcer fees for the services provided hereunder in accordance with the fee schedule set forth in Exhibit A, which is attached hereto and incorporated herein by reference.
  4. CONFIDENTIALITY: Outsourcer shall maintain the confidentiality of all data and information provided by Client and shall not disclose such data or information to any third party, except as may be required by law or as authorized by Client in writing.
  5. OWNERSHIP OF DATA: All data and information provided by Client shall remain the property of Client. Outsourcers shall have no ownership interest in such data or information.
  6. WARRANTIES: Outsourcer warrants that it shall perform the services hereunder in a professional and workmanlike manner and in accordance with industry standards. Outsourcer further warrants that it has the necessary expertise, resources and infrastructure to provide the services described herein.
  7. LIMITATION OF LIABILITY: In no event shall Outsourcer be liable to Client for any special, indirect, incidental, consequential or punitive damages arising out of or in connection with this Agreement or the services provided hereunder.
  8. TERMINATION: Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Outsourcer shall return all data and information provided by Client and shall delete any copies thereof.
  9. GOVERNING LAW:This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to its principles of conflicts of law.
  10. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements between the parties relating to the subject matter hereof.
  11. AMENDMENT: This Agreement may not be amended or modified except in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Client Company Name]

By: ____________________________

Name: __________________________

Title: ___________________________

[Outsourcing Company Name]

By: ____________________________

Name: __________________________

Title: ___________________________

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