Georgia IT service contract template

Georgia IT Service Agreement

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

• [Service Provider Legal Name], a [State] [Entity Type] with its principal place of business at [Service Provider Address] ("Service Provider"), and represented by [Service Provider Authorized Representative Name].
• [Client Legal Name], a [State] [Entity Type] with its principal place of business at [Client Address] ("Client"), and represented by [Client Authorized Representative Name].

1. Services

Service Provider agrees to provide the following IT services to Client (the "Services"):

• Option A: Software Development
  • Development of [Description of Software] using [Programming Languages] for [Platform].
• Option B: Ongoing Technical Support
  • 24/7 Help Desk Support, On-Site Support, Scheduled Maintenance.
• Option C: Managed Services
  • Server Monitoring, Network Management, Data Backup and Recovery.
• Option D: Hardware and Network Maintenance
• Option E: Cybersecurity Services
• Option F: Data Migration
• Option G: Cloud Services
• Option H: Custom Software Integration
• Option I: End-User Support

Deliverables:

• [List of Deliverables]
• Acceptance Criteria: [Description of Acceptance Criteria]

2. Technical Specifications

The Services will conform to the following technical specifications:

• Platforms: [List of Platforms]
• Programming Languages: [List of Programming Languages]
• Compliance: [Industry Standards]
• Minimum System Requirements: [System Requirements]
• Service Levels (SLAs): [Uptime Guarantees, Response Times, Resolution Times]
• Security Protocols: [Description of Security Protocols]

3. Client Obligations

Client shall:

• Option A: Provide Access Credentials
  • For systems, networks, and applications as needed.
• Option B: Provide Materials
  • Necessary data, documentation, and other materials.
• Option C: Provide Infrastructure
• Option D: Timely Feedback and Approvals

4. Payment

Client shall pay Service Provider as follows:

• Option A: Fixed-Fee
  • Total fee of [Dollar Amount] payable according to the following schedule: [Payment Schedule].
• Option B: Time-and-Materials
  • Hourly rate of [Dollar Amount] plus reimbursement for reasonable expenses.
• Option C: Retainer
  • Monthly retainer fee of [Dollar Amount].

Invoicing Procedures: [Description of Invoicing Procedures]

Late Payment Interest: [Interest Rate] per annum on overdue amounts, or the maximum rate permitted under Georgia usury laws, whichever is lower.

Tax Obligations: Client is responsible for any applicable Georgia sales or use tax.

5. Service Location

Services will be performed:

• Option A: Remotely
• Option B: On-Site at [Client Address]. Compliance with Georgia labor and occupational safety laws is required for on-site services.
• Option C: Hybrid

6. Data Privacy and Security

Service Provider shall comply with all applicable Georgia data privacy and security laws, including the Georgia Personal Data Privacy Act (if applicable).

• Security Measures: [Description of Security Measures]
• Data Handling: Encrypted data handling at rest and in transit.
• Breach Notification: Service Provider will notify Client of any data breach in accordance with Georgia's security breach notification laws.
• Disaster Recovery: [Description of Disaster Recovery and Backup Processes]
• Regulated Data: If working with regulated data (e.g., HIPAA, GLBA, FERPA), Service Provider will comply with all applicable regulations.

7. Intellectual Property

• Client Ownership: Client owns all intellectual property rights in custom-made software developed under this Agreement.
• Service Provider Ownership: Service Provider retains ownership of background IP and pre-existing tools.
• Licenses: [Description of Licenses]

8. Confidentiality

Both parties agree to hold each other's confidential information in confidence, including business and technical information, and trade secrets as defined under the Georgia Trade Secrets Act. This obligation continues for [Number] years after termination of this Agreement.

9. Warranties

Service Provider warrants that:

• Services will be performed in a workmanlike manner.
• Deliverables will conform to specifications.

Warranty exclusions: This warranty does not apply to problems caused by client or third-party misuse.

10. Service Delivery

• Milestones: [List of Service Delivery Milestones]
• Test and Acceptance: [Description of Test and Acceptance Procedures]
• Rejection Criteria: [Description of Rejection Criteria]
• Cure Period: [Number] days to cure any defects.

11. After-Sales Support

• Maintenance Terms: [Description of Maintenance Terms]
• Update/Patch Management: [Description of Update/Patch Management Services]
• Defect Remediation: [Description of Defect Remediation Timelines]
• Escalation Procedures: [Description of Escalation Procedures]
• Exclusions: Service Provider is not responsible for loss caused by client or third-party misuse.

12. Subcontractors

Service Provider may use subcontractors, but must disclose them to Client and obtain Client's consent if necessary. Subcontractors must comply with Georgia law and all contract obligations.

13. Change Orders

Changes to this Agreement must be in writing and signed by both parties. Change orders will impact pricing, timing, and documentation.

14. Termination

• Option A: For Cause
  • Material breach, insolvency, legal violations.
• Option B: For Convenience
  • With [Number] days written notice.
• Option C: Automatic Termination
  • Upon specified events (e.g., government orders).

Obligations on Termination: Transition assistance, return or destruction of client data, and final settlement.

15. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement, are in good standing under Georgia law, and will comply with all applicable laws.

16. Limitation of Liability

Service Provider's liability is limited to [Dollar Amount]. Service Provider is not liable for consequential damages. Client agrees to defend and indemnify Service Provider against claims arising out of Client's misuse of service.

• Indemnification for Infringement, Data Breaches, or Regulatory Fines
• Insurance Coverage: [Professional Liability Insurance, Cybersecurity Insurance]

17. Force Majeure

Neither party shall be liable for delays or failures to perform due to force majeure events (natural disasters, cyberattacks, government actions).

18. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through:

• Option A: Negotiation
• Option B: Mediation
• Option C: Arbitration in [City], Georgia.

Governing Law: Georgia law governs this Agreement.

19. Compliance with Georgia Law

• Electronic Signatures: This Agreement may be signed electronically in accordance with Georgia's Uniform Electronic Transactions Act.
• Georgia Fair Business Practices Act: Applicable to consumer clients.
• Licenses: Service Provider holds all required Georgia business licenses.

20. Independent Contractor

Service Provider is an independent contractor.

• Non-Solicitation: [Description of Non-Solicitation Clause]
• Non-Competition: [Description of Non-Competition Clause]

21. Assignment

This Agreement may not be assigned without the written consent of both parties, subject to Georgia law.

22. Notices

All notices must be in writing and sent to the addresses listed above via email or certified mail.

23. Recordkeeping and Audit

[Description of Recordkeeping and Audit Rights]

24. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The exclusive venue for any litigation or arbitration shall be the state and federal courts located in [County] County, Georgia.

25. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. This Agreement may only be amended by a written instrument signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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

[Service Provider Legal Name]

By: [Service Provider Authorized Representative Name]

Title: [Service Provider Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]