Outsourcing Risk and Contractual Controls Training Course

Outsourcing Risk and Contractual Controls Training Course

Introduction

In today's interconnected global economy, Outsourcing and Third-Party Risk Management (TPRM) have evolved from mere cost-saving tactics to critical elements of strategic business operations. Organizations are increasingly leveraging third parties for core and non-core functions, yet this reliance introduces significant, often complex, vulnerabilities across the entire value chain. The failure to establish robust contractual controls can lead to catastrophic financial losses, severe regulatory non-compliance, and irreparable reputational damage. Outsourcing Risk and Contractual Controls Training Course is explicitly designed to equip participants with the advanced, proactive risk mitigation strategies and legal acumen necessary to navigate the entire outsourcing lifecycle. We move beyond standard compliance, focusing on building a resilient vendor governance framework that transforms potential risks into a source of competitive advantage and ensures the sustained, secure delivery of outsourced services.

The modern outsourcing landscape, particularly in areas like Information Technology (IT Outsourcing), cloud services, and regulated industries, mandates a shift toward an integrated GRC (Governance, Risk, and Compliance) approach. Strong contractual language is the foundational control layer, essential for clearly allocating risk, defining Service Level Agreements (SLAs), and establishing effective exit strategies. This training provides a deep dive into negotiating and drafting these mission-critical clauses, covering everything from cybersecurity and data privacy to force majeure and dispute resolution. Upon completion, attendees won't just react to outsourcing issues; they will be empowered to strategically design contracts that rigorously protect the organization's assets, maintain business continuity, and enforce accountability throughout the multi-vendor ecosystem.

Course Duration

5 days

Course Objectives

Upon completion of this course, participants will be able to:

1. Strategically Assess and Categorize outsourcing engagements based on Criticality and Inherent Risk.
2. Apply Diligence Frameworks to rigorously vet and select financially and operationally Resilient third-party vendors.
3. Draft and negotiate Best-in-Class Service Level Agreements (SLAs) and Key Performance Indicators (KPIs) that enforce performance and quality.
4. Define and incorporate robust Cybersecurity and Data Protection clauses compliant with global Regulatory standards
5. Master techniques for Contractual Risk Allocation, including defining Indemnities, Warranties, and Liability Caps.
6. Implement an effective Vendor Governance and Oversight Model for continuous monitoring and performance management.
7. Design effective Change Management Protocols to govern scope variations and technology upgrades within a contract.
8. Formulate comprehensive Business Continuity and Disaster Recovery (BC/DR) requirements for outsourced functions.
9. Develop Audit Rights and inspection procedures that ensure Transparency and compliance with regulatory expectations.
10. Navigate and resolve common Contractual Disputes using structured negotiation and alternative dispute resolution (ADR) mechanisms.
11. Construct legally sound and comprehensive Termination and Exit Strategy plans to minimize disruption and transfer complexity.
12. Integrate outsourcing risk management with the organization's overall Enterprise Risk Management (ERM) framework.
13. Recognize and mitigate the risks associated with Sub-Outsourcing and the use of Fourth Parties.

Target Audience

1. Third-Party Risk (TPR) & Vendor Management Professionals
2. Contract Managers and Commercial Negotiators
3. Heads of Procurement and Sourcing Managers
4. Compliance, Legal, and Regulatory Officers
5. Information Security (InfoSec) and IT Risk Managers
6. Internal Audit and Operational Risk Personnel
7. Business Unit Leaders responsible for outsourced services
8. Senior Executives (COO, CFO)

Course Modules

Module 1: Strategic Outsourcing and Inherent Risk

• The shift from cost-center to strategic partnership model.
• Mapping the Outsourcing Lifecycle and identifying risk trigger points.
• Categorizing operational, financial, legal, and reputational risks.
• Regulatory landscape
• Case Study: Analyzing a major financial institution's failure due to insufficient BC/DR planning with a critical offshore data processor.

Module 2: Vendor Selection and Due Diligence

• Designing a Risk-Weighted Due Diligence framework
• Evaluating vendor Financial Health, Security Posture, and Business Resilience.
• Conflict of Interest and Ethical Compliance vetting.
• Using Vendor Questionnaires and third-party intelligence.
• Case Study: Reviewing a company that selected a low-cost vendor lacking a robust Information Security Management System (ISMS), leading to a major breach.

Module 3: Foundational Contract Drafting and Structure

• The anatomy of a Master Service Agreement and Statement of Work
• Defining Scope Creep controls and formal change request processes.
• Drafting clear Representations and Warranties and vendor certifications.
• The essential role of Governing Law and jurisdiction clauses.
• Case Study: Contrasting a weak SOW and a rigorous SOW, demonstrating how ambiguity led to costly scope disputes and delayed project delivery.

Module 4: Performance Management and SLAs

• Establishing Measurable KPIs and service credit regimes for non-performance.
• Techniques for linking SLAs to business outcomes, not just outputs.
• Formal mechanisms for Performance Review and continuous improvement
• Addressing chronic failure: Step-in Rights and vendor replacement clauses.
• Case Study: Analyzing an IT outsourcing contract where poorly defined "uptime" SLAs led to a service credit fight and irreconcilable differences.

Module 5: Risk Allocation, Indemnities, and Liability

• Principles of Indemnification and determining their scope
• Negotiating fair and defensible Liability Caps and exclusions.
• Mandating specific coverage and certificates of insurance
• Structuring clauses for Intellectual Property Protection and data ownership.
• Case Study: A review of a software development outsourcing contract where lack of clarity on IP assignment led to a significant ownership lawsuit.

Module 6: Cybersecurity and Data Protection Clauses

• Mandatory compliance requirements for GDPR, CCPA, HIPAA within contracts.
• Incorporating specific Security Controls and penetration testing.
• Defining roles and responsibilities in the event of a Security Incident and Data Breach Notification.
• Mandatory use of Data Processing Agreements and SCCs for cross-border data transfer.
• Case Study: Examining the contractual failures following a third-party data breach, focusing on notification timelines and forensic investigation costs.

Module 7: Governance, Audit Rights, and Sub-Outsourcing

• Implementing Board-Level Oversight and a multi-tiered governance structure.
• Enforcing and exercising Right-to-Audit clauses
• Managing the Fourth-Party Risk: Contractual flow-down of obligations to sub-contractors.
• Developing and reviewing Audit Reports for effective control assurance.
• Case Study: Tracing a supply chain failure back to an unapproved fourth-party sub-contractor who did not meet the prime vendor's security standards.

Module 8: Contract Termination and Exit Strategy

• Defining conditions for Termination for Convenience and Termination for Cause.
• Structuring the Exit Management Plan and establishing clear transition period requirements.
• Mandating the Return and Destruction of organizational data upon termination.
• Negotiating post-termination Cooperation and non-solicitation clauses.
• Case Study: Analyzing a failed outsourcing transition where the lack of a defined exit plan resulted in service paralysis and forced costly contract extension.

Training Methodology

This course employs a participatory and hands-on approach to ensure practical learning, including:

• Interactive lectures and presentations.
• Group discussions and brainstorming sessions.
• Hands-on exercises using real-world datasets.
• Role-playing and scenario-based simulations.
• Analysis of case studies to bridge theory and practice.
• Peer-to-peer learning and networking.
• Expert-led Q&A sessions.
• Continuous feedback and personalized guidance.

Register as a group from 3 participants for a Discount

Send us an email: info@datastatresearch.org or call +254724527104 

Certification

Upon successful completion of this training, participants will be issued with a globally- recognized certificate.

Tailor-Made Course

 We also offer tailor-made courses based on your needs.

Key Notes

a. The participant must be conversant with English.

b. Upon completion of training the participant will be issued with an Authorized Training Certificate

c. Course duration is flexible and the contents can be modified to fit any number of days.

d. The course fee includes facilitation training materials, 2 coffee breaks, buffet lunch and A Certificate upon successful completion of Training.

e. One-year post-training support Consultation and Coaching provided after the course.

f. Payment should be done at least a week before commence of the training, to DATASTAT CONSULTANCY LTD account, as indicated in the invoice so as to enable us prepare better for you.