Some topics to discuss with your legal advisors

When contemplating contracting for services with an offshore supplier, agencies may wish to discuss the following issues with their legal advisors. The list below is not intended to be exhaustive and the importance and negotiability of such issues is likely to depend on the magnitude of risk and value of the contract.

• Procurement implications.
• Ensuring the contract deals appropriately with ownership and licensing of intellectual and other property, including personal information and other data and, where relevant, derivative works
• The potential desirability of obliging the service provider to advise the New Zealand agency of any relevant changes in legislation, regulations and other controls on operations that are imposed on the provider by its home or operating jurisdiction
• The potential need for clear definitions of terms, processes and behaviours that are significant to the operation of the contract and which, in the absence of clear definition, may be interpreted differently in the other jurisdiction
• Prescribing contractual processes for handling project risks and issues and matters of change control
• The potential need for provisions dealing clearly with matters of reporting, governance, audit, acceptance testing and liability
• Considering the choice of law and forum for disputes, and the practical implications of these
• The need for clear and appropriate escalation paths and dispute resolution processes
• The potential need for change of ownership/control provisions
• Where personal information is at stake, the desirability of data breach notification mechanisms
• In significant projects, the potential need for a performance bond or guarantee
• The potential application of, and compliance with, the New Zealand Government Web Standards and Recommendations and Web Site Outsourcing Guidelines 
• The potential desirability of including a prohibition on sub-contracting without the agency's express written consent.
• The advisability of carrying out a check on the financial health of the company with which they are planning to do business.