Outsourcing Agreement Review Tool: Risks Highlighted on the Transfer Draft

An outsourcing or BPO draft arrives as one PDF or DOCX before signature. On that file it is not obvious which sentence moves the activities, which sentence is only a TUPE sticker, which sentence lets the customer step in, or which sentence is the way back on exit. An outsourcing agreement review tool returns that same draft with those four risks highlighted, because a service move can transfer employment by operation of law.

The Sourcing Playbook, fetched 22 October 2026, says that where TUPE applies, employment transfers automatically on pre-existing terms, and that TUPE is not discretionary.

What comes back on the outsourcing draft

The same transfer draft comes back with risks highlighted

Confirm the file is the services agreement that moves an activity to a supplier, as PDF or DOCX, including a staff or exit schedule when it is part of that draft. What comes back is that file: a severity and a short explanation on each flag, and a Great Britain practice pointer beside the sentence. Checkory describes the upload as a structured risk overview with plain-language explanations and next steps.

Upload outsourcing agreement means their file, not a blank template

A search for an upload often returns a blank form or a signature packet. Here you upload the supplier draft you will sign. A contact-centre pack stays off this URL.

BPO agreement review tool covers the whole paper, not one clause

Scope, a TUPE pointer, step-in and exit sit on that one paper. This URL marks the sentence or the gap.

IT outsourcing agreement review tool uses the same four marks

An IT transfer draft takes the same four marks. A DORA register and a SaaS licence review are different products. A framework, a professional services agreement and a single statement of work are different uploads. The comparison below names each review page.

Risk map for scope, TUPE, step-in and exit

The table is the proof on the uploaded draft. Four marks name the sentences. The last column is the boundary of this page.

High employment transfer

The clause walk is the TUPE clause guide published 25 September 2026. The Playbook says to seek advice from suitably qualified people before any action, and for central government it names the GLD TUPE Hub.

Outsourcing draft versus MSA, PSA and SOW

Master agreement is a different upload

A master on precedence, intellectual property, indemnity and payment belongs on the master services agreement review tool.

Professional services draft is a different upload

Pricing, background intellectual property, staff augmentation and acceptance belong on the professional services agreement review tool.

Statement of work is a different upload

Deliverables, acceptance, a change-order path and payment triggers belong on the statement of work review tool.

An outside review bench is a different document: alternative to outsourced contract review.

How scope names the activities on this draft

Mark scope on the activities sentence, not the cover title. GOV.UK business transfers, takeovers and TUPE, fetched 22 October 2026, describes a service provision change when an in-house service is awarded to a contractor, the contract moves to a new contractor, or the work comes back in-house. Cleaning and workplace catering are the examples on that page. Supply of goods for the company use, and a single event or short-term task, sit outside protection. Only employees clearly identified as providing the service are protected.

On that page an ad hoc courier is not protected, and an employed cleaner whose employer switches to an outside cleaning company is described as likely protected. Those illustrations are not your workforce. To find out if TUPE applies, the page says talk to Acas, Citizens Advice, or a trade union representative.

TUPE 2006 regulation 3, fetched 22 October 2026, covers client to contractor, contractor to a subsequent contractor, and contractor back to client. Regulation 3(2A): the activities carried out instead are fundamentally the same. Regulation 3(3): an organised grouping of employees situated in Great Britain whose principal purpose is the activities; the client intends the activities to continue other than for a single specific event or task of short-term duration; the activities are not wholly or mainly the supply of goods. A sentence that says TUPE shall not apply is not one of those conditions.

Regulation 4(1), on the regulation 4 page, says that except where the employee objects, a relevant transfer does not terminate the contract of a person employed by the transferor and assigned to the organised grouping. The contract then has effect as if made with the transferee. That describes a relevant transfer. It is not a finding on your draft.

Regulation 11, on the regulation 11 page, requires written employee liability information for people assigned to the organised grouping. Regulation 11(2) lists identity and age, section 1 Employment Rights Act 1996 particulars, specified disciplinary and grievance information, specified claims, and collective agreements. Regulation 11(6), as amended, shows not less than 28 days before the relevant transfer, unless special circumstances make that not reasonably practicable. The note is S.I. 2014/16 for England, Wales and Scotland. Do not take that 28-day period from this page as a Northern Ireland rule.

What a step-in flag shows on the file

Mark step-in on this upload. The Sourcing Playbook lists step-in rights with approval of key sub-contractors and with assignment and novation.

Cabinet Office buyer guidance for Model Services Contract v2.2A, updated September 2025 and fetched 22 October 2026, names Clause 28 (Step-in Rights) for key sub-contracts. That flow-down is the public model, not a term of your paper unless your paper says so.

A Home Office contract dated 6 January 2026 uses Model Services Contract v2.2 core terms. The Find a Tender attachment sets out clause 28. On a Step-In Trigger Event the Authority may serve a Step-In Notice and act itself or with a third party. The notice names the Required Action, the services to control, the trigger and any belief it is supplier default, the start date, the period, access to premises or sites, and the impact on the supplier's other services. A Step-Out Notice then names the action taken and the Step-Out Date. The supplier produces a Step-Out Plan not less than 20 Working Days before that date. Clause 28.8 points to limbs (c), (d), (e) and (f) for who pays. Those limb definitions were not in the extract, so this page does not invent them. That published contract is not yours.

Flag an underperforms line with no notice, no named action, no access, no cost line and no step-out. The step-in trigger guide published 4 September 2026 is that lesson. This URL only flags the sentence.

What an exit flag shows on the way back

Mark exit on the same upload. Section 7 of that guidance says services should move back to the authority, or to a replacement, with minimum disruption. An Exit Plan is due within 3 months of the Effective Date and updated at least annually or on a material change (Schedule 21 paragraph 5 in the guidance). A Financial Distress Event can require an update within 14 days of request.

A Termination Assistance Notice states which Termination Services are required and for how long. Guidance puts it at least four months before termination or expiry, and not later than one month after a Termination Notice. Termination Services stop at 24 months after the supplier ceases the Services, and the supplier continues the Services where required during that period. Described duties include data return, deletion from storage, and transition cooperation. Charges follow the Exit Plan. Unless otherwise agreed, preparing and implementing the Exit Plan itself carries no charge. Staff on exit cross-refer to Schedule 24 and TUPE 2006.

The Playbook says exit provisions should require accurate, up to date retendering information from the outgoing supplier. On a first-generation outsourcing the authority is solely responsible for TUPE data quality and cannot rely on an incumbent exit clause. Confidentiality should not block that information, and data can be anonymised. The 3-month, 14-day, four-month and 24-month figures are the public model, not a private BPO rule.

Flag reasonable assistance with no plan, no period, no data return and no staff cross-reference. Rates sit on the exit-assistance rates guide published 19 September 2026. This URL only flags the exit sentence.

When a waiver still needs a solicitor

A line that says TUPE shall not apply, or a DORA-style audit that mentions exit, can make the four marks look unnecessary. The waiver is not a regulation 3 condition. Silence on staff is a gap beside scope. Exit in an audit is not the exit sentence on this draft.

ICT-Check, fetched 22 October 2026, audits ICT outsourcing for subcontractors, security, reversibility, data return, service levels and DORA, EBA and ACPR lists. Governys, Leno and Fabasoft Dora fill registers. None returns this commercial draft with the four marks.

CompareX scores a service agreement, master, statement of work or subcontract. POCsheet reports on a vendor file. BPOIQ reads pricing and service levels for operations. LegalOn offers playbook revisions with a United States payment flavour. None of those is this marked transfer draft.

A High employment-transfer clash still goes to a solicitor with the marked file. Obtain specialist advice before taking any action, as the Playbook says.

What you can name on the marked file

Name four things on this draft, or the gap where a sentence is missing. Scope is the activities sentence, not the cover title. The TUPE pointer is the staff sentence, the line that says TUPE shall not apply, or the silence beside scope. Step-in should show a trigger, a notice, access, a cost line and a step-out. Exit should show a plan, a period, data return and a staff-transfer cross-reference.

A High employment-transfer clash goes to a solicitor with the marked file. The pass does not decide that TUPE applies, is not a DORA register, and does not replace a solicitor or guarantee a transfer outcome. The practice pointer follows the Great Britain organised-grouping limb: Scotland shares it, and Northern Ireland sits outside it on the regulation 3 page fetched 22 October 2026.

Upload the draft at document analysis. If a statute pointer and the clause do not match, read the official text with a solicitor.