Indiana IT service contract template

Indiana IT Service Contract

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

• [Service Provider Legal Name], a [State of Incorporation] corporation with its principal place of business at [Service Provider Address] ("Service Provider"), and
• [Client Legal Name], a [State of Incorporation] corporation with its principal place of business at [Client Address] ("Client").

1. Scope of Services

• The Service Provider shall provide the following IT services to the Client:
• Option A: Software Development: Development of [Software Name] according to the specifications outlined in Exhibit A.
• Option B: Network Management: Management and maintenance of Client’s network infrastructure.
• Option C: Hardware Support: Provide hardware maintenance and repair services.
• Option D: Cloud Services: Provision and management of cloud-based services.
• Option E: Cybersecurity: Cybersecurity monitoring, threat detection, and incident response services.
• Option F: Help Desk Support: Provide technical support to Client's end-users.
• Option G: Data Backup and Recovery: Implement and manage data backup and disaster recovery solutions.
• Option H: System Integration: Integrate different IT systems and applications.
• Option I: IT Consulting: Provide IT consulting services as needed.
• Service Level Objectives (SLOs): The Service Provider shall meet the SLOs as described in the Service Level Agreement (SLA) attached as Exhibit B. These SLOs include specific response and resolution timeframes.

2. Service Level Agreement (SLA)

• The Service Provider shall adhere to the following service levels:
• Option A: Hours of Coverage: 24/7 support.
• Option B: Hours of Coverage: Business hours (8:00 AM - 5:00 PM EST, Monday - Friday).
• Uptime Commitment: 99.9% uptime.
• Response Times: Initial response within 1 hour for critical issues.
• Escalation Procedures: Defined escalation path for unresolved issues outlined in Exhibit B.
• Measurable Performance Metrics: Tracked and reported monthly, including uptime, response times, and resolution times.

3. Project Phases & Deliverables

• The project will be executed in the following phases:
• Phase 1: Requirements Gathering ([Start Date] - [End Date])
• Phase 2: Design ([Start Date] - [End Date])
• Phase 3: Development ([Start Date] - [End Date])
• Phase 4: Testing ([Start Date] - [End Date])
• Phase 5: Deployment ([Start Date])
• Deliverables:
• Technical Specifications: Detailed technical documentation for all deliverables.
• Documentation Requirements: User manuals and administrator guides.
• User Acceptance Testing (UAT): UAT protocols for each deliverable phase.

4. Client Responsibilities

• The Client shall:
• Provide network access to the Service Provider.
• Provide necessary hardware and software licenses.
• Provide timely feedback on deliverables.
• Comply with security policies and procedures.

5. Work Location

• The Services will be performed:
• Option A: On-site at the Client's location in [City, Indiana].
• Option B: Remotely.
• Data Residency: Data must reside within the United States, including appropriate safeguards for protection under Indiana data protection laws.
• Travel/Reimbursement: Travel expenses will be reimbursed according to [Service Provider's travel policy].

6. Costs and Fees

• The fees for the Services shall be:
• Option A: Fixed Price: [Dollar Amount] for the entire project.
• Option B: Time-and-Materials: [Hourly Rate] per hour, plus expenses.
• Option C: Retainer: [Dollar Amount] per month.
• Option D: Blended Model: A combination of fixed price and time-and-materials.
• Payment Schedule: [Payment Terms].
• Invoicing Terms: Invoices will be submitted [Frequency].
• Indiana Sales Tax: The Client is responsible for any applicable Indiana sales or use taxes.

7. Intellectual Property

• Ownership: The Service Provider retains ownership of pre-existing materials. The Client owns any custom code, software, or documentation created specifically for the Client under this Agreement, excluding the Service Provider’s pre-existing materials or open-source components.
• License: The Service Provider grants the Client a [License Type] license to use the software developed.
• Third-Party Tools: The Client is responsible for securing licenses for all third-party tools.

8. Data Privacy and Security

• The Service Provider shall comply with all applicable data privacy and security laws, including:
• Option A: HIPAA (Health Insurance Portability and Accountability Act) if applicable.
• Option B: GLBA (Gramm-Leach-Bliley Act) if applicable.
• Option C: FERPA (Family Educational Rights and Privacy Act) if applicable.
• Indiana data protection statutes, including the Indiana Security Breach Notification law.
• Breach Notification: The Service Provider shall notify the Client immediately of any data breach.

9. Confidentiality

• Both parties agree to protect the confidential information of the other party.
• Specifically, the Service Provider will safeguard electronic data, trade secrets, and proprietary software methodologies.

10. Business Continuity & Disaster Recovery

• The Service Provider shall have a business continuity and disaster recovery plan in place.
• Data Backup: Regular data backups will be performed and stored [Location].

11. Change Management

• All changes to the scope, deliverables, or timelines must be approved in writing by both parties.

12. Regulatory Compliance

• The Service Provider shall comply with all applicable Indiana laws and regulations.
• Indiana Uniform Electronic Transactions Act.

13. Quality Assurance, Acceptance & Support

• Quality Assurance: The Service Provider will conduct quality assurance testing.
• Acceptance: The Client shall have [Number] days to accept or reject deliverables.
• Support: The Service Provider shall provide [Support Level] support for [Duration] after acceptance.
• On-site or remote support will be available in Indiana.

14. Data Loss & Liability

• The Service Provider's liability for data loss or service interruption shall be limited to [Dollar Amount].

15. Force Majeure

• Neither party shall be liable for delays or failures due to force majeure events, including extreme weather in Indiana.

16. Term & Termination

• The term of this Agreement shall be [Number] years.
• Renewal: This Agreement shall automatically renew for successive [Time Period] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination for Breach: Either party may terminate this Agreement for breach.
• Termination for Convenience: Either party may terminate this Agreement for convenience with [Number] days' written notice.
• Early Termination Fee: [Dollar Amount or Calculation Method].
• Transition of Systems and Data: Upon termination, the Service Provider shall securely transition systems and data to the Client.

17. Remedies & Damages

• The Client's remedies for breach shall include service credits and repairs.
• Indemnification: The Service Provider shall indemnify the Client against third-party claims.
• Limitation of Liability: The Service Provider's liability shall be limited to the fees paid under this Agreement.

18. Governing Law & Dispute Resolution

• This Agreement shall be governed by the laws of the State of Indiana.
• Venue: Any disputes shall be resolved in the state or federal courts located in [County], Indiana.
• Dispute Resolution: Mandatory negotiation and mediation prior to arbitration in Indiana.

19. Insurance

• The Service Provider shall maintain the following insurance coverage:
• Technology Errors and Omissions (E&O) insurance.
• Cyber Liability insurance.
• Commercial General Liability insurance.
• Workers' Compensation insurance (as required by Indiana law).

20. Representations and Warranties

• The Service Provider warrants that the Services will be performed by qualified personnel and will not infringe third-party rights.

21. Employee Non-Solicitation

• During the term of this Agreement and for [Number] year(s) thereafter, the Client shall not solicit employees of the Service Provider, to the extent enforceable under Indiana law.

22. Assignment & Subcontracting

• The Service Provider may not assign this Agreement without the Client's written consent.

23. Compliance with Laws

• The Service Provider shall comply with all applicable federal and state regulations.

24. Notices

• All notices shall be in writing and sent to the addresses listed above.

25. Amendments

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

26. Entire Agreement

• This Agreement constitutes the entire agreement between the parties.

27. Severability

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

28. Records Retention, Audit & Right-to-Inspect

• Detailed records retention, audit, and right-to-inspect provisions apply under Indiana law.

29. Special Considerations for Protected Information

• Specific considerations for handling protected health or educational information under applicable Indiana and federal privacy regulations.

30. Equal Opportunity

• [Statement on equal opportunity and nondiscrimination requirements relevant to Indiana businesses and public-sector clients].

31. Adjustment of Terms

• The parties reserve the right to adjust terms to align with new Indiana legislation or regulatory changes affecting IT services within the contract term.

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

[Service Provider Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Client Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]