IT Service Standard Form

IT Service Standard Form

Client Name:   Service Provider Name:

Principal Contact (Client):   Principal Contact (Provider):

Effective Date:

WHEREAS

WHEREAS, Client seeks to engage Provider to perform information technology services, including but not limited to system administration, network maintenance and technical support, pursuant to the terms and standards set forth in this Form;

WHEREAS, Provider represents that it has the personnel, expertise and resources necessary to perform the Services in a professional manner consistent with industry standards and applicable law;

WHEREAS, the parties desire to set forth herein the scope, service levels, payment terms and other material terms governing the provision of such services.

Scope of Work

Provider shall perform the services described below (collectively, the "Services"). Services include ongoing maintenance, monitoring, incident response, patch management, and periodic consulting. Detailed deliverables, acceptance criteria and scheduled milestones are set forth in the Scope of Work field.

Payment Terms

Client shall pay Provider for Services in accordance with the fees and schedule set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Invoices shall be issued by Provider in accordance with the Payment Schedule. Client shall remit payment within days of receipt of a properly rendered invoice. Late payments shall accrue interest at the rate of % per month (or the maximum legal rate if lower), plus reasonable collection costs.

Service Levels and Responsibilities

Provider shall perform Services in a professional manner consistent with prevailing industry standards. Provider shall respond to incidents in accordance with the agreed priority levels identified in the Scope of Work. Client shall provide Provider with reasonable access to systems, credentials and information necessary for performance and shall designate a technical contact.

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 material breach by the other party if the breach remains uncured for a period of days after written notice. Either party may terminate for convenience upon providing days' prior written notice. Termination shall not relieve Client of its obligation to pay for Services performed through the effective date of termination.

Confidentiality

Each party (the "Recipient") shall maintain in confidence all proprietary or confidential information disclosed by the other party (the "Discloser") and shall not disclose such information to third parties except as necessary to perform this Agreement or as required by law. Confidential information does not include information that is publicly available through no breach by Recipient, was rightfully known to Recipient prior to disclosure, or is independently developed without use of Discloser's confidential information.

Provider acknowledges that during performance it may have access to Client personal data and sensitive information. Provider shall implement and maintain commercially reasonable technical and organizational safeguards to protect such data and shall notify Client without undue delay of any confirmed security breach affecting Client data.

Intellectual Property and Work Product

Unless otherwise agreed in writing, Provider grants to Client a nonexclusive, worldwide, royalty-free license to use work product delivered under this Agreement for Client's internal business purposes. Provider retains ownership of its preexisting tools, processes, methodologies and general know-how. Deliverables that incorporate Provider's preexisting materials shall be subject to a license as reasonably necessary for Client's use.

Warranties; Limitation of Liability

Provider warrants that Services will be performed in a competent and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND THE AGGREGATE LIABILITY FOR CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, UNLESS REQUIRED OTHERWISE BY APPLICABLE LAW.

Governing Law

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

Entire Agreement

This Form, together with any attached Scope of Work and written amendments signed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any modification must be in writing and signed by both parties.

Miscellaneous

Notices shall be sent to the principal contact information provided above. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other except to an affiliate or successor in connection with a merger or sale of substantially all assets.

Sign Now