Technology transactions, outsourcing & commercial contracts
Clear legal frameworks for outsourcing reduce operational risk, protect intellectual property and clarify obligations. The guidance below explains the common legal elements and practical steps organisations need to consider when negotiating outsourcing and commercial agreements.
About TRW Law Firm
TRW Law Firm provides commercial and transactional legal services from Dhaka. We advise on contract drafting, negotiation and dispute prevention in outsourcing and technology agreements. For firm information and governance, see /our-firm/ and to review practice areas, visit /our-practices/.Services described
Human resources outsourcing
Contract terms that allocate employment law risk, define responsibilities and manage data related to personnel and payroll. See related guidance at /employment-and-labor-lawyers/. Learn more about HR contractingInformation technology outsourcing
Agreement structures covering scope, availability, security, change control and data governance for IT services. Learn more about IT contractingBusiness process outsourcing (BPO)
Operational transfer, transition services and service-level arrangements for business process providers, including continuity planning. Learn more about BPOIntellectual property management
Drafting clauses that clarify ownership, licence scope and permitted use of technology and deliverables in outsourcing arrangements. Learn more about IP in contractsKey considerations when outsourcing
Vendor due diligence
Assess operational capability, regulatory compliance and security posture before contracting.Transition planning
Define timelines, knowledge transfer, runbooks and contingency responsibilities for changeovers.Performance metrics
Formalise Service Level Agreements (SLAs) with measurable indicators and remedies for breaches.Data protection & cross-border transfers
Include clear responsibilities for personal data processing, cross-border flows and security obligations.Liability and insurance
Allocate financial exposure, caps and carve-outs; confirm adequate insurance coverage where applicable.Typical project process
1. Intake & scope
We document objectives, deliverables and critical timelines.2. Risk review
Identify compliance issues, IP risks and operational gaps.3. Drafting & negotiation
Prepare agreement drafts and negotiation positions tailored to business needs.4. Implementation support
Assist with signing, transition and post-signature follow-up.Practical checklist
| Topic | Suggested items |
|---|---|
| Scope | Precise description of services, exclusions and acceptance criteria |
| Performance | SLAs, measurement methods and remedies for non-performance |
| Security & data | Security controls, incident response and data transfer terms |
| IP | Ownership, licences and permitted ancillary use |
| Exit & transition | Exit assistance, data return/destruction and knowledge transfer plans |
Frequently asked questions
1. What is the difference between an SLA and a statement of work (SOW)?An SOW sets out the scope and deliverables for a project or service. An SLA defines ongoing performance measures, availability targets and remedies for failing to meet those measures.
2. How should intellectual property be handled in outsourcing agreements?IP clauses should specify ownership of pre-existing IP, the ownership or licence for new deliverables, and permitted uses by the counterparty. Clarify any rights to use or adapt deliverables after contract termination.
3. What are typical data protections to include?Include obligations on data handling, purpose limitation, security measures, breach notification timelines and restrictions on onward transfers. Where cross-border transfers occur, confirm lawful transfer mechanisms.
4. How are disputes commonly resolved in outsourcing contracts?Parties often agree staged dispute processes (escalation, mediation) followed by arbitration or court jurisdiction. Choose remedies and forums that align with the parties' operational footprints.
5. When should insurance and liability caps be negotiated?Discuss these during commercial terms to ensure caps, carve-outs and insurance levels reflect potential operational and reputational risks.