Connecticut IT service contract template

Connecticut IT Service Provider Agreement

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

• [Service Provider Full Legal Name], a [State of Formation] [Entity Type, e.g., Corporation], with its principal place of business at [Service Provider Business Address], hereinafter referred to as "Provider,"
• and
• [Client Full Legal Name], a [State of Formation] [Entity Type, e.g., LLC], with its principal place of business at [Client Business Address], hereinafter referred to as "Client."

1. Scope of Services

• Option A: Managed IT Support
  • Description: Provider will provide comprehensive managed IT support services as detailed in Exhibit A.
  • Exhibit A: A detailed description of the managed IT support services, including specific tasks, response times, and technologies supported.
• Option B: Project-Based IT Services
  • Description: Provider will perform the following IT project(s) according to the specifications outlined in Exhibit B.
  • Exhibit B: A detailed statement of work for each IT project, including deliverables, timelines, and acceptance criteria.
• Option C: Cybersecurity Services
  • Description: Provider will provide cybersecurity services as detailed in Exhibit C.
  • Exhibit C: A detailed description of the cybersecurity services, including vulnerability assessments, penetration testing, incident response, and security awareness training.

2. Service Level Agreement (SLA)

• Option A: Standard SLA
  • Guaranteed Uptime: [Percentage]% system uptime.
  • Response Time: [Number] minutes for critical issues.
  • Resolution Time: [Number] hours for critical issues.
  • Support Hours: [Days of Week], [Start Time] to [End Time].
  • Reporting: Monthly reports on system performance and service desk activity.
• Option B: Custom SLA
  • Refer to Exhibit D for a detailed custom Service Level Agreement.
  • Exhibit D: A detailed description of the customized Service Level Agreement.

3. Deliverables

• Option A: Hardware and Software
  • Description: Provider will deliver the following hardware: [List of Hardware] and software: [List of Software].
  • Specifications: All hardware and software must meet the specifications outlined in Exhibit E, including compatibility with [Operating System].
  • Acceptance: Client acceptance will be based on the criteria outlined in Exhibit F.
  • Exhibit E: Technical specifications for all hardware and software deliverables.
  • Exhibit F: Acceptance testing criteria and procedures.
• Option B: Network Configuration
  • Description: Provider will configure the network infrastructure as described in Exhibit G.
  • Exhibit G: A detailed description of the network configuration, including IP addressing schemes, firewall rules, and security policies.

4. Technology and Infrastructure

• Option A: Provider Supplied
  • Hardware: Provider will supply all necessary hardware.
  • Software Licenses: Provider will be responsible for managing software licenses.
• Option B: Client Supplied
  • Hardware: Client will provide existing hardware.
  • Software Licenses: Client will provide existing software licenses.
• Option C: Hybrid Approach
  • Hardware: Specified in Exhibit H.
  • Software: Specified in Exhibit H.
  • Exhibit H: A detailed list of hardware and software responsibilities for both Provider and Client.

5. Connecticut-Specific Requirements

• Remote Work: Provider personnel accessing Client systems remotely must adhere to Connecticut's data privacy laws.
• Onsite Visits: Provider personnel visiting Client locations in Connecticut must comply with all Client safety and security protocols, including background checks if required.
• Data Residency: All Client data shall reside on servers located within the United States. If data is stored within Connecticut, it will comply with all Connecticut data protection laws.

6. Service Fees and Payment

• Option A: Fixed Fee
  • Monthly Fee: [Dollar Amount] per month.
  • Invoicing: Invoices will be issued monthly, due [Number] days from receipt.
• Option B: Hourly Rate
  • Standard Rate: [Dollar Amount] per hour.
  • Overtime Rate: [Dollar Amount] per hour for work outside of standard support hours.
  • Invoicing: Invoices will be issued bi-weekly, detailing hours worked.
• Option C: Project-Based Fee
  • Total Project Fee: [Dollar Amount].
  • Payment Schedule: As outlined in Exhibit I.
  • Exhibit I: A detailed payment schedule for project-based fees.
• Connecticut Sales Tax: All fees are subject to Connecticut sales tax, if applicable.
• Late Payment Penalty: Late payments will accrue interest at a rate of [Percentage]% per month.

7. Intellectual Property

• Option A: Client Ownership
  • Custom Software: Client shall own all intellectual property rights to any custom software developed by Provider under this Agreement.
  • Data: Client owns all data stored or processed by Provider.
• Option B: Provider Ownership
  • Pre-existing Materials: Provider retains ownership of pre-existing materials used in the provision of services.
• Option C: Joint Ownership
  • Jointly Developed Materials: Intellectual property rights to jointly developed materials will be jointly owned by Provider and Client.

8. Confidentiality and Data Privacy

• Data Protection: Provider will comply with the Connecticut Data Privacy Act (CTDPA) and all other applicable data privacy laws.
• Encryption: All data at rest and in transit will be encrypted using industry-standard encryption protocols.
• Access Control: Access to Client data will be limited to authorized personnel only.
• Breach Notification: Provider will notify Client immediately upon discovery of any data breach.
• Compliance: Provider shall adhere to HIPAA/GLBA standards if applicable to the client's industry.
• Data Security Standards: Provider shall meet the Center for Internet Security (CIS) benchmarks for security configuration or other standard benchmark.

9. Cybersecurity Measures

• Firewalls: Provider will maintain and manage firewalls to protect Client's network.
• Patch Management: Provider will implement a patch management system to ensure timely updates.
• Threat Detection: Provider will implement threat detection and prevention systems to identify and mitigate security risks.
• Connecticut Data Breach Notification Law: Provider agrees to adhere to Connecticut data breach notification laws.

10. Compliance

• IT Regulations: Provider will comply with all applicable state and federal IT regulations.
• Licensing: Provider will maintain all necessary licenses and certifications.
• Export Controls: Provider will comply with all applicable software export controls.

11. Client Collaboration

• Access: Client will provide Provider with necessary access to systems and data.
• Resources: Client will provide necessary resources and technical contacts.
• Approvals: Client will provide timely approvals for project milestones.

12. Limitation of Liability

• Maximum Liability: Provider's maximum liability under this Agreement is limited to the total fees paid by Client to Provider in the [Number] months preceding the event giving rise to the claim.
• Consequential Damages: Provider shall not be liable for any consequential, incidental, or indirect damages.
• Cybersecurity Incidents: The liability for damages from cybersecurity incidents, data breaches, or non-compliance with data protection regulations, including the Connecticut Data Privacy Act, shall be limited to [Dollar Amount]

13. Indemnification

• Provider Indemnity: Provider will indemnify and hold Client harmless from any claims arising from Provider's negligence or breach of this Agreement.
• Third-Party IP Claims: Provider will indemnify Client against third-party intellectual property claims.
• Insurance: Provider must maintain general liability, errors and omissions, and cybersecurity insurance in amounts that are no less than [Dollar Amount].

14. Force Majeure

• Definition: Force majeure includes events such as natural disasters, cyberattacks, and supplier failures.
• Notification: Provider will notify Client promptly of any force majeure event.
• Resumption of Services: Provider will make commercially reasonable efforts to resume services as soon as possible.

15. Termination

• Breach: Either party may terminate this Agreement for material breach by the other party.
• Convenience: Client may terminate this Agreement for convenience with [Number] days written notice.
• Insolvency: Either party may terminate this Agreement if the other party becomes insolvent.
• Transition Assistance: Upon termination, Provider will provide reasonable transition assistance to Client.
• Data and Asset Return/Destruction: Upon termination, provider must return or destroy client data according to the data destruction protocols in line with Connecticut data disposal statutes.

16. Performance Warranties and Remedies

• Service Standards: Provider warrants that services will be performed in a professional and workmanlike manner.
• Incident Protocols: In the event of repeated incidents, Client will be entitled to credits or re-performance of services.
• Exclusions: Provider is not responsible for failures caused by Client misuse or third-party interference.

17. Connecticut Consumer Protection

• Disclosure: Provider will provide clear disclosures of all auto-renewal, cancellation policies, and fee changes.
• Compliance: Provider will comply with the Connecticut Unfair Trade Practices Act (CUTPA).

18. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.
• Venue: Venue for any legal action shall be in the courts of [County Name] County, Connecticut.
• Dispute Resolution: Any dispute arising under or related to this Agreement will be resolved through mediation in Connecticut before litigation.

19. Miscellaneous

• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
• Assignment: Neither party may assign this Agreement without the written consent of the other party.
• Notices: All notices must be in writing and sent to the addresses listed above.
• E-Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as original signatures in compliance with the Uniform Electronic Transactions Act as adopted in Connecticut.

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

[Service Provider Full Legal Name]

By: [Service Provider Representative Name]

Title: [Service Provider Representative Title]

[Client Full Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]