Agentic Managed Services Reshape Outsourcing Deal Structure

Mayer Brown's legal update sets out deal-structuring considerations for "agentic managed services" — outsourcing arrangements in which a provider deploys AI agents to perform ongoing business and technology functions, with provider personnel monitoring, supporting and managing those agents, and the provider remaining accountable for delivery. Three elements define the structure: the service is defined around the outsourced function rather than around the agents; performance commitments measure the combined AI-and-human service; and charges reflect the cost and value of the agentic delivery model rather than legacy headcount or time-and-materials pricing. For major-firm clients this is a usable template for the next wave of enterprise outsourcing and technology-services mandates as vendors move agent pilots into accountable, production-scale delivery. Counsel should test liability and indemnity allocation for agent-generated outputs, ownership of agent-created work and training data, transition and exit rights if human-staffing assumptions change, and how service levels, audit rights and change-control are drafted when tasks are executed by models rather than people. The update is a practitioner explainer, not a reported decision, and states no specific governing jurisdiction; it reflects US firm commentary. Watch for corresponding contract forms, pricing benchmarks and any published precedent as pilots convert into multi-year commitments.