IT Services Document Template

IT SERVICES AGREEMENT

This IT Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at and Service Provider: whose address is .

RECITALS

WHEREAS, Client requires information technology services, including but not limited to software development, systems integration, maintenance, support, and consulting, as described in the Scope of Work below; and

WHEREAS, Service Provider represents that it has the personnel, technical skill, and experience to perform such services and is willing to provide those services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, acceptance, and payment for such services.

SCOPE OF WORK

PAYMENT TERMS

Service Provider will submit invoices to Billing Contact: at Billing Address: . Payments are due within days of invoice date.

Late payments will accrue interest at a rate of % per month (or the highest rate permitted by law, if lower) until paid in full. In addition, Client will reimburse reasonable collection costs and attorney fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term Start Date: . Term End Date: . Unless earlier terminated in accordance with this Agreement, this Agreement shall remain in effect during the period between the Term Start Date and Term End Date.

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Upon termination, Client shall pay Service Provider for all services performed and expenses incurred through the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice of the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential. The receiving party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement, and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidentiality obligations shall survive termination for a period of years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Service Provider agrees that all Work Product, including source code, documentation, designs, and deliverables created exclusively for Client under this Agreement, shall be considered works made for hire and, to the extent not automatically owned by Client, Service Provider hereby assigns to Client all right, title and interest in such Work Product upon full payment. Service Provider retains ownership of its preexisting tools, libraries, and general know-how; Service Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use any such preexisting materials to the extent embedded in the Work Product.

SERVICE LEVELS, ACCEPTANCE, AND CHANGE ORDERS

Client will have the specified Acceptance Testing Period to evaluate deliverables. If Client does not provide written notice of rejection describing material nonconformities within the acceptance period, the deliverable will be deemed accepted.

Changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall specify the change, impact on price and schedule, and any other relevant terms. Hourly rate for change order work: per hour.

LIMITATION OF LIABILITY AND INSURANCE

Except for liability arising from wilful misconduct, gross negligence, or breaches of confidentiality or intellectual property obligations, neither party shall be liable for incidental, consequential, special, or punitive damages. The aggregate liability of either party under this Agreement shall not exceed , except where a higher cap is required by applicable law.

Service Provider shall maintain insurance customary for providers of similar services, including commercial general liability and professional liability coverage, in amounts sufficient to cover its obligations under this Agreement.

INDEMNIFICATION

Each party shall indemnify and defend the other from and against third-party claims arising out of the indemnifying party’s gross negligence or willful misconduct. Service Provider shall also indemnify Client against claims that the Work Product, as delivered for Client’s intended use and not as a result of Client’s modifications, infringes a third party’s intellectual property rights; Service Provider will, at its option, obtain the right to continue Client’s use, modify the Work Product to avoid infringement, or replace it with a non-infringing equivalent.

DATA SECURITY AND PRIVACY

Service Provider agrees to implement and maintain reasonable administrative, physical, and technical safeguards designed to protect Client Data from unauthorized access, disclosure, alteration, or destruction. The parties shall comply with applicable data protection laws and mutually agree on additional security measures where required by the nature of the data processed. Security standards or certifications applicable to performance:

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties will attempt in good faith to resolve disputes through negotiation. If unresolved, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT

This Agreement, including all exhibits and signed change orders, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or successor in connection with a merger or sale of substantially all assets.

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