Jurisdiction(s):
United Kingdom

Outsourcing and services agreements: customer responsibilities and dependencies—definition, typical obligations, negotiation, consequences, supplier relief, implied duties and assumptions

Published by a LexisNexis Commercial expert

Practice notes

This Practice Note explores customer responsibilities and related dependencies within outsourcing arrangements. It sets out what these expressions mean, distinguishes them from assumptions, and outlines what happens when a customer does not meet a responsibility. It then highlights key considerations for both supplier and customer. Customer responsibilities are duties imposed on the customer under an outsourcing or other services contract that the supplier relies upon to deliver its own obligations. Often described as dependencies, they are frequently the subject of intense negotiation.

This Practice Note addresses the following legal and commercial aspects:

What are customer responsibilities?
Consequences of customer failures
Customer’s perspective
Supplier’s perspective
Implied duties

See also clause 25 and Schedule 6 of Precedent: Outsourcing agreement—long form.

Although the emphasis is on outsourcing, the issues described are applicable to most services agreements, particularly those that are complex or long-term.

What are customer responsibilities?

Outsourcing is unlike many other services supply relationships because the supplier assumes ongoing responsibility for running part of the customer’s business. Typically, this means the supplier...

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Web page updated on 21/05/2026

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