 If your BPO provider’s actions signal an upcoming breach, or if there are a series of breaches that are escalating in impact, you can request your provider’s assurance that it will perform under the agreement. This lays a better foundation in the event of a dispute.

 Ensure that the governance and dispute resolution procedures defined in the agreement are being followed. Detailed and accurate meeting minutes should be kept, and appropriate escalation points within the BPO provider organization should be copied on any material communications and notices. Document everything!

 For any BPO provider who defaults, ensure that the notice provisions are followed and no waivers are granted or implied. We often find buyers who have not held their provider accountable, and through poorly worded communications appear to endorse their failure.

For each default, implement a written “project” that addresses BPO provider remediation actions with measurable milestones. These milestones should be reasonable and achievable so the BPO provider can effectively remedy the default. Require the BPO provider to report each remediation project.

 Focus on exit rights in the agreement. Ensure that your BPO provider offers all required periodic lists, inventories, and updates of hardware, software, third party agreements, technical architecture, staff identification, etc. that you have the right to obtain at the time of a termination.  Continually assess and prepare an exit strategy. Are you adequately equipped and staffed to repatriate the services in-house, or will a new outsourcing initiative be required? Both are costly and difficult endeavors.

 Understand the differences between—and implications of—termination for cause vs. control vs. convenience. Each has its own decision set with serious consequences for both you and your BPO provider.

 What permissible actions can you take that would, for all intents and purposes, set the so-called “termination ship” sailing? As a buyer, you want to avoid unintentionally triggering a termination process that is difficult, if not impossible, to unwind.

DO NOT:

 Insource portions of services provided by your provider. Buyers often try to fix the problem by assigning internal resources, which can be construed as interference or scope reduction by the BPO provider.

Invoke “self-help” provisions by soliciting third parties to temporarily perform a portion of the services. Buyers often get frustrated and use a third-party point solution (without their BPO provider’s a permission) to apply a tourniquet to a given crisis, not realizing this puts them in a very difficult position during termination discussions.