What Your Outsourcing Contract Doesn’t Know About Agents
FTE pricing, productivity clauses, knowledge transfer and who owns the workflows. Seven questions to ask before your next renewal.
Most large outsourcing agreements in force today were negotiated before agentic systems were a practical option. They are written around people: how many, where, at what rate, and how their knowledge is handed back when the contract ends. That makes them quietly out of date — and makes the next renewal one of the most important insourcing decisions a leadership team will take.
None of what follows is legal advice; every contract is different and your counsel should lead. But these are the questions leaders are bringing to the table.
Seven questions before renewal
- What are we actually paying for? If pricing is tied to headcount or hours, who benefits when agents take on the volume? Look for mechanisms that pass productivity gains through, or move to outcome-based pricing.
- Who owns the workflows? Prompts, agent configurations, evaluation sets and runbooks built during the contract are valuable. Check whether they are deliverables you own or tools the provider keeps.
- Where does our data go? Can the provider use your records, tickets or documents to train or improve models used for other clients? Say so explicitly either way.
- What does knowledge transfer mean now? Exit clauses written for people — shadowing, documentation — may not cover agents, integrations and decision logs. Update the definition.
- Can we carve out scope? Insourcing usually happens process by process. Check whether partial termination or scope reduction is possible without penalty, and with how much notice.
- Who is accountable for an agent's action? If the provider runs agents on your systems, the contract should say who owns each agent, what evidence is kept, and who answers when something goes wrong.
- How long are we locking in? A long term signed today prices in a world that is changing fast. Shorter terms or technology-refresh provisions keep options open.
The next renewal may be the most important insourcing decision you make this year.
Build the calendar first
Before any of these conversations, list every operations and technology services contract with its renewal date, notice period and termination rights. Put it next to the list of processes you would insource. Where the two line up, you have a program. Where they don't, you have a negotiation to plan.
Part of Issue 01. InMag is not a law firm and this article is not legal advice. Have a renegotiation story to share? Tell the editors.
