IT Lifecycle Management Template

IT Lifecycle Management Template

This IT Lifecycle Management Template (the Agreement) is entered into between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client requires comprehensive management of IT assets, from procurement through decommissioning, including ongoing support, maintenance, security oversight, and reporting; and

WHEREAS, Service Provider has the expertise, personnel, and systems necessary to perform lifecycle management services for the Client's information technology assets in accordance with the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, fees, responsibilities, confidentiality obligations, governance, and termination provisions applicable to such services.

1. SCOPE OF WORK

Service Provider shall perform IT lifecycle management services as described below. Services shall include, at a minimum, asset inventory, procurement coordination, configuration and deployment, routine maintenance and patching, change control, incident and problem management, security and compliance monitoring, backup and recovery verification, and decommissioning of retired assets. Specific deliverables, milestones, and acceptance criteria are set forth in this section.

2. PAYMENT TERMS

Client shall pay Service Provider the fees and reimbursements set forth below in consideration for the services rendered under this Agreement. All fees are due in United States dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Client shall also be responsible for reasonable collection costs, including attorneys' fees, incurred by Service Provider in collecting overdue amounts.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party not less than Notice Period (days): days prior to the intended termination date. Either party may terminate for material breach if the breach is not cured within thirty (30) days after written notice specifying the breach, or immediately if the breach is not susceptible to cure.

4. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, business or financial information disclosed in any form. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable steps to protect Confidential Information from unauthorized use or disclosure. Confidential Information shall not include information that is publicly known through no fault of the receiving party or rightfully received from a third party without restriction.

5. CHANGE MANAGEMENT

Changes affecting configuration, deployment schedule, or scope shall be documented and approved through a change control procedure. Emergency changes shall be documented within forty-eight (48) hours following implementation and submitted for retroactive approval in accordance with the agreed change control process.

6. INCIDENT MANAGEMENT & SERVICE LEVELS

Service Provider shall maintain incident management procedures to respond to security events, outages, and service degradations. Response and resolution targets shall be established in the service level schedule below. Failure to meet agreed service levels may entitle Client to service credits as specified in the payment schedule.

7. DECOMMISSIONING AND DATA DISPOSITION

Upon retirement or replacement of assets, Service Provider shall follow documented decommissioning procedures, securely erase or destroy data in accordance with Client policies and applicable law, and provide a certificate of data disposition upon request.

8. REPORTING, MONITORING & AUDITS

Service Provider shall produce regular reports detailing inventory changes, patches applied, incidents, change requests, and compliance posture. Client may conduct audits or require third-party assessments subject to reasonable notice and confidentiality protections.

9. INTELLECTUAL PROPERTY

Except as expressly provided otherwise, Client retains ownership of all data, configurations, and content provided by Client. Service Provider retains ownership of tools, methodologies, and pre-existing software used to perform services, provided Service Provider grants Client a non-exclusive, non-transferable license to use any deliverable solely for Client's internal operations as contemplated by this Agreement.

10. LIABILITY AND INSURANCE

Each party's liability to the other for any claim arising under or related to this Agreement shall be limited to direct damages up to the amount paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages. Service Provider shall maintain commercially reasonable insurance coverage, including professional liability and cyber liability, in amounts sufficient to cover its obligations hereunder.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, including all schedules, statements of work, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or merger, provided the assignee assumes all obligations herein.

ACCEPTANCE

Deliverables shall be deemed accepted by Client upon successful completion of the acceptance tests defined in the Scope of Work or upon written confirmation of acceptance. If Client reasonably rejects a deliverable, Service Provider shall remedy deficiencies and resubmit for acceptance within the agreed cure period.

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