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IT Service Agreement
This IT Services Agreement is made effective as of , by and between of , , , and of , , .
Whereas Service Recipient is the owner/lessor/licensee of a certain Computer System (hereinafter defined) for which Service Recipient desires Service Provider to perform certain Services (hereinafter defined); and
Whereas Service Provider desires to perform such Services on the terms and conditions set forth in this Agreement.
Now, therefore, in consideration of the mutual promises set forth herein, the parties agree as follows:
| DEFINITIONS. For purposes of this Agreement, the following definitions shall apply: |
| (a) "Computer System" shall mean the computer hardware, identified by model and serial numbers, and the computer software listed on Exhibit One, attached hereto and made a part hereof. |
| (b) "Services" shall mean the Operation, Maintenance and Management of the Computer System, specifically defined in Description of Services. |
| (c) "Operation" shall mean the operation of the Computer System, including, but not limited to manipulation and computation of data by the Computer System, the outputting of such manipulated and computed data by the Computer System, and communication between elements of the Computer System. |
| (d) "Maintenance" shall mean remedial maintenance and preventive maintenance of the Computer System. |
| (e) "Management" shall mean the scheduling of the use of the Computer System, procurement of supplies and spare parts therefor, and recommendation of changes and additions thereto. |
| (f) "Up-Time" shall mean total time, during any calendar week, that the Computer System is available for Operation during the time scheduled for Operation divided by the total time scheduled for Operation during such calendar week. |
DESCRIPTION OF SERVICES. Beginning on , will provide to the following services (collectively, the "Services"):
| (a) During the term hereof, Service Provider shall perform Services, which shall be subject to Service Recipients written acceptance, and shall be performed by Service Providers employees, acceptable to the Service Recipient, who are skilled in the Operation and Maintenance of the Computer System. Service Recipient may, for any reason, request that such employees be replaced with other skilled employees of Service Provider. |
| (b) The Computer System shall be available for Operation, during the term hereof, with an Up-Time of percent, during the hours of through , Monday through Friday, excluding legal holidays recognized in the city where Service Recipient company is located. |
| (c) The preventive maintenance and, whenever possible, the remedial maintenance portions of the Maintenance shall be performed during the times that the Computer System is not scheduled for Operation. To the extent any Maintenance is required to be performed during the times that the Computer System is scheduled for Operation, Service Provider shall provide, at no additional cost to Service Recipient, a back-up capability for that portion of the Computer System for which Maintenance is being performed. |
| (d) The performance of Service Provider shall include Service Providers procurement of supplies and spare parts sufficient to ensure that the Operation of the Computer System is uninterrupted. |
| (e) During the term hereof Service Recipient shall provide Service Provider with sufficient work space to perform Services. |
PAYMENT. Payment shall be made to
In addition to any other right or remedy provided by law, if fails to pay for the Services when due, has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.
TERM. This Agreement
In the event of any termination/cancellation of this Agreement, Service Provider may:
| (1) Declare all amounts owed to it hereunder to be immediately due and payable; |
| (2) Enter Service Recipient's premises and repossess all supplies, spare parts and other items supplied by Service Provider hereunder for which payment has not been received by Service Provider; and |
| (3) Cease performance of all Services hereunder without liability to Service Recipient. |
| (d) The foregoing rights and remedies of each party hereto shall be in addition to all other rights and remedies available to them in law and in equity; but the liquidated damages as stated below shall be Service Recipient's exclusive remedy for Service Provider's failure to maintain the Up-Time of . |
CONFIDENTIALITY. , and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of , or divulge, disclose, or communicate in any manner, any information that is proprietary to . and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
Upon termination of this Agreement, will return to all records, notes, documentation and other items that were used, created, or controlled by during the term of this Agreement.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
| a. | The failure to make a required payment when due. |
| b. | The insolvency or bankruptcy of either party. |
| c. | The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. |
| d. | The failure to make available or deliver the Services in the time and manner provided for in this Agreement. |
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
LIQUIDATED DAMAGES. Service Provider and Service Recipient agree that it may be difficult, if not impossible, to accurately determine the amount of damages that Service Recipient may incur, if Service Provider fails to maintain the Up-Time required hereunder. Accordingly, it is agreed that for each percentage point that the Up-Time of the Computer System is below the Up-Time of percent as stated in the above Description of Service Section shall be deemed to be the weekly liquidated damages for such failures and shall be payable to Service Recipient in the form of a credit at the end of the month in which such failure(s) occurred.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of .
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
SIGNATURES. This Agreement shall be signed on behalf of by , and on behalf of by .
Service Recipient:
| By: | Date: |
Service Provider:
| By: | Date: |
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No matter what specific work you plan to do, IT Service Agreements are a good idea for any IT professional. You might decide that you want to make this document due to the fact that it can present these benefits:
A few consequences of not having this document in place may include underpayment, incorrect assumptions, unclear due dates, and more potential concerns.
In order to build an IT Service Agreement with Rocket Lawyer, you will need the following information:
As expected, your IT Service Agreement built on Rocket Lawyer also includes the typical legalese regarding the independent work relationship, confidentiality, and lastly, indemnification. When you build your contract, you also will have the ability to pick the jurisdiction under which it will be governed. Further custom alterations are permitted, as well.
Luckily, you don't have to pay hundreds of dollars in fees to put your contract in writing. When using Rocket Lawyer, you can create an IT Service Agreement for free today. Your document will be assembled step by step, as you provide more information. Simply tap or click the button labeled "Make document" to start.
If you've got any particular concerns or hesitations about the process, you can ask a lawyer today. You should also feel free to browse our collection of business legal documents .
When you are done making your document using Rocket Lawyer, you can see it wherever and whenever you choose. With a Premium membership, you can make edits, print, download it as a Word document or PDF file, add signatures via RocketSign®, and/or copy it as necessary. Alongside each IT Service Agreement, there will be a set of tips for what comes next after the document is finished. Your client should always get copies of the final contract.
Getting a second pair of eyes on your document could take longer than you'd think if you do it on your own. An alternate approach worth consideration is to go through the Rocket Lawyer attorney network. Premium members can request a document review from an attorney with experience in business or send other questions. As a small business owner or operator, you can Work Confidently® knowing that Rocket Lawyer is by your side.
