Delaware IT service contract template

Delaware IT Service Contract

This Delaware IT Service Contract (the “Agreement”) is made and entered into as of [Date], by and between:

• [IT Service Provider Name], a [State of Incorporation] corporation with its principal place of business at [Provider Business Address], with Delaware entity registration number [Delaware Entity Registration Number], and contact information: [Provider Contact Name], [Provider Phone Number], [Provider Email Address] (the “Provider”); and
• [Client Name], a [State of Incorporation] corporation with its principal place of business at [Client Business Address], with Delaware entity registration number [Client Delaware Entity Registration Number], and contact information: [Client Contact Name], [Client Phone Number], [Client Email Address] (the “Client”).

1. Services

• Option A: General Service Description
  • The Provider shall provide the following IT services to the Client as described in Exhibit A: [Brief Description of Services, e.g., managed services, software development].
• Option B: Detailed Service Description
  • The Provider shall provide the following IT services to the Client:
    • Software Development: [Specific Details about Software Development Services, including languages, frameworks, deliverables].
    • Application Management: [Specific Details about Application Management Services, including applications supported, maintenance schedule].
    • Cybersecurity Solutions: [Specific Details about Cybersecurity Services, including firewalls, intrusion detection, vulnerability assessments].
    • Cloud Hosting: [Specific Details about Cloud Hosting Services, including provider, storage, bandwidth].
    • System Integration: [Specific Details about System Integration Services, including systems to be integrated, data migration plan].
    • Technical Support and Maintenance: [Specific Details about Technical Support, including hours, response times, escalation procedures].
  • Project Scope: [Detailed description of the project’s boundaries and inclusions].
  • Deliverables: [Specific list of tangible or intangible results to be provided by the provider].
  • Technical Standards: [Applicable industry standards or client specifications].
  • Service Specifications: [Performance characteristics and quality metrics].
  • Platform Compatibility: [Supported operating systems, browsers, or hardware platforms].
  • Integration Requirements: [Dependencies, APIs, and data exchange formats].
  • Software Versions and Frameworks: [Specific versions of software or frameworks to be used].

2. Client Needs and Intended Use

• The Client requires the Services to [Describe Client's Business Needs and Intended Use of the Services]. Any customizations or industry-specific adaptations are detailed in Exhibit B.

3. Client Responsibilities

• The Client shall provide the following materials, access, information, and cooperation to the Provider:
  • [List of Client-Provided Materials, e.g., access credentials, hardware, software licenses].
  • Delivery Timeline: [Specify delivery dates for client-provided items].
  • Security Requirements: [Outline security protocols for accessing client systems].

4. Service Delivery

• Option A: Service Location
  • The Services shall be delivered [On-site in Delaware, Remote, Hybrid].
• Option B: On-Site Requirements
  • If Services are delivered on-site, the Provider shall comply with the Client’s safety regulations.
  • Provider personnel accessing the Client’s IT environment shall undergo [Background Checks, Security Clearances].
• Option C: Delaware-Specific Requirements
  • If applicable, the Provider shall comply with all Delaware-specific data center or government agency requirements.

5. Timeline

• Service Commencement Date: [Date].
• Project Schedule: [Detailed Schedule with Phases and Milestones, e.g., initiation, design, development, testing, deployment].
• Deliverable Deadlines: [Specific deadlines for each deliverable].
• Acceptance Criteria: [Define criteria for milestone and final acceptance by the client].

6. Payment

• Option A: Payment Structure
  • The Client shall pay the Provider as follows: [Fixed Fee, Time and Materials, Monthly Retainer].
• Option B: Fee Breakdown
  • [Detailed Breakdown of Fees by Service Type].
• Payment Schedule: [Invoicing frequency and payment due dates].
• Late Payment Penalties: Late payments shall accrue interest at a rate of [Interest Rate]% per month, as permitted by Delaware law.
• Taxes: [Specify Responsibility for Delaware Gross Receipts Tax or Sales Tax].

7. Intellectual Property

• Option A: Ownership
  • All deliverables, custom code, documentation, and configurations shall be [Owned outright by the Client, Licensed to the Client].
• Option B: Provider IP
  • The Provider retains ownership of its pre-existing IP. The Client is granted a [License Type, e.g., non-exclusive, perpetual] license to use such IP solely for the purpose of utilizing the Services.
• Reservation of Rights: The Provider reserves all rights not expressly granted to the Client.

8. Data Protection and Information Security

• The Provider shall comply with Delaware’s data breach notification law (6 Del. C. § 12B-101 et seq.) and all applicable data protection laws.
• Encryption: The Provider shall use [Encryption Standards] to protect sensitive data.
• Audit Rights: The Client shall have the right to audit the Provider’s security practices [Frequency of Audits].
• Incident Response: The Provider shall implement an incident response plan that includes notification to the Client within [Number] hours of a data breach.
• The provider shall comply with all relevant industry standards for safeguarding personal data, including but not limited to [HIPAA, PCI DSS, etc.], if applicable.

9. Confidentiality

• Definition of Confidential Information: Confidential Information includes all business, technical, and client data disclosed by either party.
• Non-Disclosure: The Provider shall not disclose the Client’s Confidential Information to any third party without the Client’s prior written consent.
• Secure Storage: The Provider shall store and handle the Client’s Confidential Information securely.
• Reverse Engineering: The Provider shall not reverse engineer the Client's software or systems.
• Post-Termination Confidentiality: The obligations of confidentiality shall survive termination of this Agreement for a period of [Number] years.

10. Service Level Agreement (SLA)

• Uptime Commitment: [Percentage]% uptime.
• Response Time: [Response time for support requests].
• Resolution Time: [Resolution time for incidents].
• Maintenance Windows: [Scheduled maintenance windows].
• Support Channels: [Email, Phone, Chat].
• Remedies for Missed SLAs: [Service Credits, Refunds].

11. Warranty

• Warranty Against Defects: The Provider warrants that the Services shall be free from defects in workmanship.
• Conformance to Specifications: The Provider warrants that the Services shall conform to the specifications outlined in Exhibit A.
• Non-Infringement: The Provider warrants that the Services shall not infringe any third-party intellectual property rights.
• Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY DELAWARE LAW.
• Warranty Period: The warranty period shall be [Number] days from the date of acceptance.
• Procedure for Repair or Replacement: The Client shall notify the Provider of any warranty claims, and the Provider shall repair or replace the defective Services within [Number] days.

12. Limitation of Liability

• Cap on Damages: The Provider’s liability shall be limited to the amount paid by the Client for the Services under this Agreement, except for breaches of confidentiality, IP infringement, or data breaches.
• Indemnification: Each party shall indemnify and hold harmless the other party from any third-party claims arising from its own negligence or breach of this Agreement. This includes indemnification for IP infringement, data loss, or system compromise.
• Exceptions: This limitation of liability shall not apply to the Provider’s gross negligence or willful misconduct, as determined by Delaware courts.

13. Issue Reporting and Remediation

• Reporting: The Client shall report service issues to the Provider within [Number] hours of discovery.
• Investigation: The Provider shall investigate reported issues and provide a response within [Number] hours.
• Remediation: The Provider shall remedy service issues within [Number] days.
• Delaware Regulatory Reporting: The Provider shall comply with all applicable Delaware regulatory reporting requirements related to security incidents.

14. Subcontracting

• Subcontracting: The Provider shall not subcontract any portion of the Services without the Client’s prior written consent.
• Approved Vendors: [List of Approved Vendors].
• Compliance Requirements: The Provider shall ensure that all subcontractors comply with the terms of this Agreement and all applicable Delaware laws.
• Provider Liability: The Provider shall be liable for the conduct of its subcontractors.

15. Force Majeure

• Definition: Force Majeure events include acts of God, war, terrorism, cyberattacks, regulatory changes, and other events beyond the reasonable control of either party.
• Notification: The affected party shall notify the other party of a Force Majeure event within [Number] days.
• Alternative Solutions: The parties shall work together to find alternative solutions to mitigate the impact of the Force Majeure event.

16. Termination

• For Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement. Material breaches include security incidents or payment defaults.
  • Cure Period: The breaching party shall have [Number] days to cure the breach.
• For Convenience: The Client may terminate this Agreement for convenience upon [Number] days’ written notice to the Provider.
• Bankruptcy or Dissolution: This Agreement shall terminate automatically upon the bankruptcy or dissolution of either party, as per Delaware law.
• Mitigation: Upon termination, both parties shall take reasonable steps to mitigate any damages.
• Transfer of Service Records: Upon termination, the Provider shall transfer all relevant service records to the Client.
• Payment for Completed Work: The Client shall pay the Provider for all Services completed up to the date of termination.

17. Post-Termination Assistance

• Transition Assistance: The Provider shall provide reasonable transition assistance to the Client for a period of [Number] days following termination.
• Data Migration: The Provider shall assist the Client with data migration to a new provider, if requested.
• Return or Destruction of Information: The Provider shall return or destroy all Client information in its possession upon termination.
• Secure Decommissioning: The Provider shall securely decommission all systems used to provide the Services.

18. Records Retention and Audit Rights

• The Provider shall maintain records of the Services for a period of [Number] years, in accordance with applicable Delaware statutes.
• The Client shall have the right to audit the Provider’s records related to the Services.

19. Compliance

• The Provider shall comply with all applicable Delaware and federal IT, privacy, and cybersecurity regulations.
• Sector-Specific Requirements: The Provider shall comply with all sector-specific requirements, including [Health (HIPAA), Financial, Government].
• The Provider shall comply with Delaware’s consumer protection, advertising, and anti-fraud statutes for technology services.

20. Choice of Law and Forum

• This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.
• The exclusive venue for any disputes arising under this Agreement shall be the state or federal courts located in Delaware, or designated arbitration in Delaware.
• The prevailing party in any dispute shall be entitled to recover its reasonable attorneys’ fees and costs.

21. Remedies

• Service Credits: The Client shall be entitled to service credits for missed SLAs.
• Re-Performance: The Provider shall re-perform any defective Services at its own expense.
• Refunds: The Client may be entitled to a refund for Services that are not performed in accordance with this Agreement.
• Injunctive Relief: Either party may seek injunctive relief to prevent a breach of this Agreement.

22. Signatures

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

[IT Service Provider Name]

By: [Authorized Representative Name]

Title: [Title]

[Client Name]

By: [Authorized Representative Name]

Title: [Title]

23. General Provisions

• Integration Clause: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver and Amendment: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This Agreement may be amended only by a written instrument signed by both parties.
• Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail (with confirmation of receipt) to the addresses set forth above.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment shall be subject to Delaware’s change of control rules, if applicable.
• Survival: The provisions of Sections [List of Sections, e.g., 7, 8, 9, 12, 17, 20] shall survive the termination of this Agreement.

24. Practical Realities of IT Service

• Remote Access Protocols: [Specify Remote Access Protocols, e.g., VPN, SSH].
• Software Escrow: If critical code is developed, [Software Escrow Agreement Details].
• Business Continuity: [Business Continuity and Disaster Recovery Obligations].
• Support Coverage: [Support Coverage Hours and Emergency Response Obligations].