Contract terms worth reading first

The commercial terms get read. The terms below decide what happens when something goes wrong, and they are usually skimmed.

Notice, and whether it is symmetric

How much notice you must give to end the engagement, and how much the provider must give you. Asymmetric notice in the provider's favour is common and is worth a question rather than an objection: there may be a reason relating to employment obligations, and if there is, they will say so.

Also: notice to remove a single person from the arrangement, which is frequently different from notice to end it altogether.

Minimum term

Whether there is one, what it costs to exit early, and whether it restarts when you add a person. The last is a detail that turns a twelve-month commitment into a rolling one without anybody deciding to.

What happens to the staff if you leave

A question about people rather than about assets, and it should be asked out loud. Are they redeployed, or does your departure end their employment? The answer affects how you should give notice and how much of it.

Providers of any size redeploy. Smaller ones may not be able to, and a business that has worked with somebody for three years usually wants to know.

Whether you may hire them directly

Most agreements restrict it and most permit it for a fee. Read the period the restriction runs for and whether it survives the end of the engagement, because a clause running two years past termination constrains a decision you may want to make.

This is a normal commercial term and an unreasonable version of it is a signal about the relationship.

Who owns the work

Intellectual property in what your team produces should vest in you, and the clause should say so explicitly rather than by implication. In an arrangement where the person is employed by somebody else, silence here is a real gap.

Data, and where it goes

What the provider may do with data your team handles, where it is stored, whether subprocessors are used, and what happens to it at the end. If your own obligations to your customers include anything about transfers, this clause is where compliance is either achieved or lost.

Price movement

How and when the fee changes. Whether it is indexed, whether it moves with the staff member's salary, and how much notice you get. The entry on pricing explains which components move and which do not.

An agreement silent on increases is not an agreement that they will not happen.

Service levels, and whether they mean anything

In staff leasing there is frequently nothing meaningful to guarantee, because the provider does not direct the work. Where service levels are offered anyway, read what they actually promise: availability of the person, replacement timelines, and uptime of the office are all real. Quality of output usually is not, and a clause promising it is either unenforceable or describes a managed service.

The clause worth adding

That documentation produced during the engagement is yours and is kept on your systems. It costs the provider nothing, it is rarely in a standard agreement, and the entry on what to keep onshore explains why it is the difference between a reversible arrangement and a dependency.

Reading order

Termination first, then people, then data, then price, then the commercial terms everybody reads first. The order matters because attention runs out, and the clauses that matter when things go wrong are at the back.

The document that is not the contract

A statement of work or a role schedule sits under the master agreement and describes the actual role. It is easier to change and it is where most of the operational detail should live.

Check that changing it does not require renegotiating the agreement, and that adding a second person does not restart a minimum term.

Governing law

Whose law applies and where a dispute is heard. A clause naming a jurisdiction on the other side of the world is not unreasonable and it does affect what enforcement would practically involve.