Business Process Outsourcing: Process, Strategies, and Contracts

Abstract

ABOUT THE WEB SITE. ABOUT THE AUTHORS. PREFACE. CHAPTER 1: OVERVIEW. 1.1 The Emerging Market. 1.2 What Is BPO? 1.3 BPO Categories. 1.4 Reasons for Outsourcing Business Processes. 1.5 Integration: Making BPO Fit. 1.6 BPO Vendors. CHAPTER 2: PLANNING STAGE. 2.1 Outsourcing as an Option. 2.2 Defining the Scope of the Transaction. 2.3 Selecting a Group of Potential Vendors. 2.4 Request for Proposal. Appendix 2.1 Nondisclosure Agreement. Appendix 2.2 Questionnaire for Assessing Legal Resources Required. Appendix 2.3 Questionnaire for Assessing Legal Resources Required (Vendor Form). Appendix 2.4 Request for Information. Appendix 2.5 Request for Proposal. CHAPTER 3: SELECTING THE VENDOR. 3.1 Evaluating the Proposals. 3.2 Notifying the Preferred Vendor(s). Appendix 3.1 Evaluation of Vendor Proposals Relating to the Provision of BPO Services. Appendix 3.2 Letter of Intent (Customer Form). Appendix 3.3 Letter of Intent (Vendor Form). CHAPTER 4: NEGOTIATIONS: STRATEGY AND PROCESS. 4.1 Forging the Legal Relationship. 4.2 Negotiating Process. 4.3 Exposure Analysis. 4.4 People Negotiate, Not Companies. 4.5 Negotiating Strategy. Appendix 4.1 Due Diligence Agreement. Appendix 4.2 Model Term Sheet. Appendix 4.3 Legal Due Diligence Checklist. Appendix 4.4 Issues Arising in Connection with Implementing a Shared Services Center. CHAPTER 5: BUSINESS PROCESS OUTSOURCING CONTRACT. 5.1 Overview. 5.2 Use of Attorneys. 5.3 Key Contract Issues. 5.4 Regaining Strategic Control. 5.5 Pricing Considerations. 5.6 Assembling the Team. Appendix 5.1 Checklist: Key Issues in BPO Agreements (General). Appendix 5.2 Checklist: Key Issues in HRO Agreements. Appendix 5.3 Checklist: Key Issues in F&A Outsourcing Agreements. Appendix 5.4 Checklist: Key Issues in Procurement Outsourcing Agreements. Appendix 5.5 Checklist: Key Issues in Logistics and Warehouse Management Outsourcing Agreements. Appendix 5.6 Business Process Outsourcing Agreement (Customer Form). Appendix 5.7 Business Process Outsourcing Agreement (Vendor Form). Appendix 5.7A A Proprietary Rights Rider (Vendor Form). Appendix 5.8 COLA Checklist. Appendix 5.9 Joint Management Procedures. CHAPTER 6: MEASURING PERFORMANCE. 6.1 Overview. 6.2 Service Levels. 6.3 Benchmarking. Appendix 6.1 Customer Satisfaction Survey Checklist. Appendix 6.2 List of Reports. CHAPTER 7: HUMAN RESOURCES. 7.1 Transitioning Employees to the Vendor. 7.2 Due Diligence. 7.3 Terms and Conditions of Employment. 7.4 Transitioning Employees from Customer to Vendor. 7.5 Human Resources Representatives. 7.6 Contract-Related Issues. Appendix 7.1 Stay Incentives. Appendix 7.2 Human Resources Sample Language for the Request for Proposal. Appendix 7.3 Human Resources: Sample Terms and Conditions for Employee Transition in the United States. Appendix 7.4 Employee Confidentiality Agreement. CHAPTER 8: TRANSFORMATIONAL OUTSOURCING. 8.1 Moving from A to C. 8.2 Internal Considerations. 8.3 Project Definition. 8.4 Maintaining Multiple Environments. 8.5 Using Subcontractors. 8.6 Key Contract Provisions. CHAPTER 9: INTERNATIONAL CONSIDERATIONS. 9.1 International Transactions. 9.2 Contract and Legal Issues. Appendix 9.1 Checklist: Key Issues in Global BPO Transactions. Appendix 9.2 Offshore Checklist. Appendix 9.3 Local Counsel Questionnaire. CHAPTER 10: INFORMATION PRIVACY AND SECURITY ISSUES. 10.1 Introduction. 10.2 Selected Information Privacy Laws. 10.3 Selected Information Security Laws. 10.4 Company Privacy Policies. 10.5 Global Issues. 10.6 Offshore Outsourcing. 10.7 Practice Tips. Appendix 10.1 Data Privacy Questionnaire for Proposed Outsourcing Transaction. CHAPTER 11: EXHIBITS AND ANCILLARY AGREEMENTS. 11.1 A Critical Part of the BPO Contract. 11.2 Exhibit Listings. 11.3 Checklists for the Exhibits. 11.4 Ancillary Agreements. Appendix 11.1 General Assignment and Bill of Sale. Appendix 11.2 Teaming Agreement. Appendix 11.3 Legal Checklist for ASPs. Appendix 11.4 Legal Due Diligence Checklist for Companies Transacting with ASPs. Appendix 11.5 Business Continuity Issues for Customers to Consider When Evaluating an Application Service Provider. CHAPTER 12: POSTNEGOTIATION ACTIVITIES. 12.1 Contract Signing. 12.2 Press Release. 12.3 Autopsy. 12.4 Risk Analysis. 12.5 Contract Administration. 12.6 Implementing the Transition Plan. 12.7 Notifying Third Parties. Appendix 12.1 Consent Letter. Appendix 12.2 Consent Letter (Access/Installation). CHAPTER 13: RENEGOTIATION AND TERMINATION. 13.1 Overview. 13.2 Renegotiation/Termination Process. 13.3 What Does the Contract Say? 13.4 Additional Issues to Consider. 13.5 Termination Plan. Appendix 13.1 Customer Checklist for Renegotiating/ Terminating BPO Transactions. Appendix 13.2 Due Diligence Checklist for Customers Considering Termination. Appendix 13.3 Termination Agreement. Appendix 13.4 Outline of a Termination Assistance Services Agreement. INDEX.

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