California IT service contract template

California IT Service Contract

This California IT Service Contract (the "Agreement") is made and entered into as of this [Date], by and between:

• [Provider Legal Name], a [State] [Entity Type, e.g., Corporation], with its principal place of business at [Provider Address] ("Provider"),

and

• [Client Legal Name], a [State] [Entity Type, e.g., Corporation], with its principal place of business at [Client Address] ("Client").

1. Scope of Services

Provider agrees to provide the following IT services to Client:

• Option A: Software Development
  • Services include: [Describe Software Development Services, e.g., custom application development, API integration, testing, deployment].
• Option B: Network Management
  • Services include: [Describe Network Management Services, e.g., network monitoring, security, maintenance, upgrades].
• Option C: Cybersecurity Consulting
  • Services include: [Describe Cybersecurity Consulting Services, e.g., vulnerability assessments, penetration testing, security policy development].
• Option D: IT Infrastructure Setup and Maintenance
  • Services include: [Describe IT Infrastructure Services, e.g., server installation, hardware maintenance, cloud migration, disaster recovery planning].
• Specific IT platforms, applications, hardware, and frameworks covered: [List Covered Platforms, e.g., AWS, Azure, Windows Server, specific software applications].

2. Service Levels (SLAs)

Provider will provide the Services in accordance with the following service levels:

• Option A: Response Times
  • Initial Response Time: [Time Frame, e.g., within 1 hour].
• Option B: Resolution Times
  • Resolution Time for Critical Issues: [Time Frame, e.g., within 4 hours].
• Option C: System Uptime Guarantee
  • System Uptime: [Percentage, e.g., 99.9%] uptime, excluding scheduled maintenance.
• Option D: Data Backup Frequency
  • Data Backup: Daily backups with [Retention Period, e.g., 7-day] retention.
• System Performance Metrics: [Define Metrics, e.g., average CPU usage, network latency].

3. Deliverables and Acceptance

• Deliverables: The specific deliverables to be provided by Provider include: [List Deliverables, e.g., source code, documentation, reports].
• Technical Standards: Deliverables will conform to the following technical standards: [List Standards, e.g., coding standards, security protocols, documentation format].
• Acceptance Testing: Client will have [Number] days to review and accept deliverables. Acceptance criteria: [Specify Acceptance Criteria, e.g., functional testing, performance testing]. Required documentation: [Describe Documentation Requirements, e.g., user manuals, technical specifications]. Environmental requirements: [Specify OS Compatibility, Database Specs, etc.].

4. Client Obligations

Client agrees to:

• Option A: Access
  • Provide Provider with necessary access to its facilities, systems, and data.
• Option B: Licensing
  • Provide all necessary third-party licensing information.
• Option C: Designated Contacts
  • Designate a primary contact person for communication and approvals: [Contact Role and Name].
• Option D: Timely Responses
  • Provide timely responses to Provider's requests for information and approvals.
• Secure storage of Provider supplied materials

5. Service Delivery

• Option A: Remote
  • Services will be delivered remotely.
• Option B: Onsite
  • Services will be delivered onsite at Client's location: [Client Address]. California-specific onsite requirements: [List Requirements, e.g., background checks, safety training].
• Option C: Hybrid
  • Services will be delivered both remotely and onsite.
• Travel policies for in-state work: [Specify Travel and Expense Policies]. Workplace safety compliance: Provider will adhere to Cal/OSHA standards.

6. Project Timelines and Reporting

• Project Timeline: The project timeline is as follows: [Specify Key Milestones and Dates].
• Reporting Requirements: Provider will provide regular progress reports to Client: [Reporting Frequency, e.g., weekly, monthly].
• Milestone Completion: Criteria for milestone completion and approval: [Define Criteria].
• Feedback/Approvals: Client will provide feedback or approvals within [Number] days to avoid project delays.

7. Pricing and Payment

• Option A: Fixed-Price
  • The fixed price for the Services is [Dollar Amount].
• Option B: Time-and-Materials
  • Provider's hourly rate is [Dollar Amount] per hour.
• Option C: Retainer
  • Client will pay a monthly retainer fee of [Dollar Amount].
• Payment Schedule: Payments are due [Number] days from the date of invoice.
• Deposits: A deposit of [Percentage] is required prior to commencement of work.
• Service Taxes: California service taxes will be added to all invoices as applicable.
• Late Payment Penalties: Late payments will be subject to a late payment penalty of [Percentage] per month.
• Reimbursement of expenses: [Describe Expense Reimbursement Policy].
• Additional service billing and prior written approvals: [Detail Procedures].

8. Intellectual Property

• Ownership: Provider retains ownership of software, source code, and documentation it develops, except for specifically commissioned works.
• Works Made for Hire: [Specify if any deliverables are "works made for hire" under California law].
• Client Licenses: Client is granted a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables.
• Open-Source Usage: [Describe policies regarding the use of open-source software].
• Provider’s Right to use generic tools or know-how. Provider retains ongoing rights to use generic tools or know-how developed during the project.

9. Data Privacy and Security

• Compliance: Provider will comply with the California Consumer Privacy Act (CCPA) and any other applicable data privacy laws.
• Handling of Personal Information: Provider will handle, store, and transfer personal information in a secure manner.
• Breach Notification: In the event of a data breach, Provider will notify Client within [Number] hours.
• Encryption: Data will be encrypted [At Rest/In Transit/Both] using [Encryption Method].
• Secure Deletion: Upon termination of the Agreement, Provider will securely delete Client's data.

10. Confidentiality

• Confidential Information: All information disclosed by Client to Provider will be treated as confidential.
• Information Classification: [Describe information classification procedures].
• Required Security Controls: [List Security Controls, e.g., access controls, firewalls].
• Non-Disclosure: Provider will not disclose Client's confidential information to any third party. Obligations survive contract termination.

11. Support and Maintenance

• Help Desk Response: Help desk response time: [Time Frame].
• Escalation Procedures: [Describe escalation procedures].
• Patch Management: Provider will perform patch management on a [Frequency] basis.
• System Updates: Provider will provide system updates as needed.
• Warranty Periods: [Specify warranty periods for deliverables].
• Exceptions: Provider is not responsible for issues caused by Client's actions or third-party failures.

12. Change Orders and Service Modifications

All changes to the scope of services must be in writing and mutually approved by both parties.

Change orders will include any adjustments to pricing or timelines.

13. Force Majeure

Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including California-specific disaster events (e.g., earthquakes, power outages, wildfires).

Notification obligations: [Specify notification obligations in case of force majeure].

Resumption Procedures: [Describe procedures for resuming services after a force majeure event].

14. Termination

• Option A: Material Breach
  • Either party may terminate this Agreement upon material breach by the other party.
• Option B: Insolvency
  • Either party may terminate this Agreement if the other party becomes insolvent.
• Option C: Convenience
  • Client may terminate this Agreement for convenience with [Number] days' written notice.
• Option D: Mutual Agreement
  • This Agreement may be terminated by mutual agreement of both parties.
• Post-Termination: Upon termination, Provider will provide transition assistance, system handover, and secure data return or destruction. Fees for transition services: [Specify Fees].

15. Limitation of Liability

Provider's liability for any breach of this Agreement shall be limited to [Dollar Amount].

Exceptions: This limitation does not apply to statutory exceptions (e.g., willful misconduct, gross negligence, or violation of data privacy obligations) as defined by California law.

16. Indemnification

Provider will indemnify Client against third-party claims related to intellectual property infringement.

Client will indemnify Provider against third-party claims related to unlawful use of systems or data.

Insurance Requirements: Provider will maintain cyber liability and errors & omissions insurance with minimum policy coverage of [Dollar Amount].

17. Audit and Compliance

Client has the right to audit Provider's records and systems for regulatory or contractual compliance.

Third-Party Audits: [Specify requirements for third-party audits, if applicable].

18. Employee Nondiscrimination and Fair Employment

Provider will comply with all applicable California labor laws, including employee nondiscrimination and fair employment laws.

Independent Contractors: [Specify policies regarding the use of independent contractors and compliance with AB 5].

Minimum Wage and Sexual Harassment Training: Provider will ensure compliance with California minimum wage and sexual harassment training requirements for on-premise staff.

19. Notice

All notices under this Agreement must be in writing and delivered by [Method, e.g., email, certified mail] to the addresses listed above.

20. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Venue for disputes shall be in the state or federal courts located in [Client's County] County, California.

Dispute Resolution Process: Amicable negotiation, followed by mediation, and then binding arbitration in California.

Waiver of jury trial: [Specify if jury trial waiver is included or excluded in agreement]

21. Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party.

Provider may subcontract certain services, but remains responsible for the performance of its subcontractors and their compliance with California law.

22. Representations and Warranties

Provider warrants that it has the expertise and qualifications to provide the Services.

Provider warrants that the Services will comply with all applicable California statutes and industry standards.

Provider warrants that it has the authority to provide the Services.

Provider warrants that the Services will not infringe on any third-party IP rights.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

24. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

26. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

27. Electronic Signatures

Electronic signatures shall be valid and binding in accordance with California's Uniform Electronic Transactions Act.

28. Additional Terms

[Specify any additional terms required by the Client's industry, e.g., FERPA compliance for educational clients, HIPAA compliance for medical clients].

29. Records Retention

Provider will maintain detailed records of IT processes, incident logs, and compliance activity in accordance with California statutes regarding retention of business records.

30. Third-Party Acknowledgments

[Include acknowledgments and consents for any third-party software or systems].

31. Non-Solicitation

During the term of this Agreement and for a period of [Number] months thereafter, Client agrees not to solicit Provider's employees.

32. Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: Statement of Work with Technical Specifications
• Exhibit B: Price Table
• Exhibit C: Insurance Certificates
• Exhibit D: Project Plan
• Exhibit E: Data Protection Policy
• Exhibit F: Contact List

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Provider Legal Name]

By: [Provider Authorized Representative Name]

Title: [Provider Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]