Iowa IT service contract template

Iowa IT Service Agreement

Effective Date: [Date]

Between:

[Provider Legal Name], a [Provider Entity Type] with its principal place of business at [Provider Address], hereinafter referred to as "Provider,"

Contact Information:

• Contact Person: [Provider Contact Person]
• Phone: [Provider Phone]
• Email: [Provider Email]

And:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client."

Contact Information:

• Contact Person: [Client Contact Person]
• Phone: [Client Phone]
• Email: [Client Email]

1. Description of IT Services

• Option A: Managed IT Support
  • Itemized Tasks: [List of Tasks, e.g., Help desk, Server maintenance, Security patching]
  • Service Levels: [Response times, Uptime guarantees]
  • Escalation Procedures: [Tiered escalation process]
• Option B: Software Development
  • Itemized Tasks: [Requirements gathering, Coding, Testing, Deployment]
  • Service Levels: [Milestone completion dates, Bug fix turnaround times]
  • Escalation Procedures: [Escalation for project delays or critical issues]
• Option C: Cybersecurity Assessment
  • Itemized Tasks: [Vulnerability scanning, Penetration testing, Risk assessment]
  • Service Levels: [Report delivery deadlines, Remediation recommendations]
  • Escalation Procedures: [Immediate notification of critical vulnerabilities]

2. Service Definitions and Technical Specifications

• Supported Platforms: [List of supported operating systems, hardware, software versions]
• Response and Resolution Times: [Specify target response and resolution times for different severity levels]
• Uptime Guarantees: [Define uptime percentage, exclusions, and remedies for downtime]
• Excluded Services: [List of services specifically excluded from this agreement]
• Required Equipment: [Hardware and software environment provided by Client or Provider]
• Compliance Standards: [Specify adherence to HIPAA, GLBA, PCI-DSS, or other relevant standards]

3. Scope of Work

• Deliverables: [List specific deliverables, e.g., Software code, Reports, Documentation]
• Milestones: [Key milestones with associated timelines]
• Acceptance Criteria: [Criteria for client acceptance of deliverables]
• Validation Method: [How deliverables will be validated, e.g., Testing, User acceptance testing]

4. IT Systems and Data

• Affected Systems: [List of IT systems affected by the services]
• Data Affected: [Types of data accessed, stored, or processed]
• Access Policies: [Rules for access to systems and data]
• Password Management: [Protocols for creating, storing, and changing passwords]
• User Provisioning: [Process for granting and revoking user access]
• Iowa Data Handling: [Compliance with Iowa data privacy laws]

5. Security and Data Protection (Iowa Consumer Data Protection Act)

• Compliance: [Compliance with Iowa Consumer Data Protection Act and other relevant laws]
• Encryption: [Encryption methods used for data at rest and in transit]
• Network Security: [Firewall configuration, intrusion detection/prevention systems]
• Data Backup: [Backup frequency, retention policy, and recovery procedures]
• Incident Response Planning: [Procedures for handling security incidents and data breaches]

6. Security Vulnerability Assessment and Reporting

• Vulnerability Assessment: [Frequency and scope of vulnerability assessments]
• Penetration Testing: [Frequency and methodology of penetration testing]
• Patch Management: [Process for applying security patches]
• Malware Detection: [Antivirus software and monitoring procedures]
• Log Monitoring: [Types of logs monitored and retention policy]
• Cybersecurity Incident Reporting: [Procedures for reporting incidents to Client and relevant authorities]

7. Intellectual Property Rights and Licensing

• Ownership of Custom Software: [Specify ownership of custom software developed under this agreement]
• License Grant: [License granted to Client for use of software]
• Pre-existing Provider IP: [Ownership and usage rights of Provider's pre-existing intellectual property]
• Third-Party Software: [Licensing terms for third-party software]
• Open-Source Use Disclosures: [Disclosure of any open-source software used and associated licenses]

8. Non-Disclosure and Confidentiality (Iowa Law)

• Confidential Information: [Definition of confidential information]
• Protection Obligations: [Obligations to protect confidential information]
• Return or Destruction of Information: [Procedures for returning or destroying confidential information at termination]

9. Compliance Statement (Iowa State and Federal Regulations)

• HIPAA: [Compliance with HIPAA for healthcare clients]
• GLBA: [Compliance with GLBA for financial institutions]
• PCI-DSS: [Compliance with PCI-DSS for payment data]
• Iowa Personal Data Breach Notification: [Compliance with Iowa's data breach notification requirements]
• Audit and Cooperation: [Right to audit compliance and obligation to cooperate with audits]

10. Service Fees and Payment Terms

• Pricing Model:
  • Option A: Fixed-Price [Total fixed price]
  • Option B: Hourly [Hourly rate]
  • Option C: Retainer [Monthly retainer fee]
  • Option D: Recurring [Monthly/annual fee]
• Billing Rates: [Itemized billing rates for different services or personnel]
• Change Order Procedures: [Process for requesting and approving changes to the scope of work]
• Estimate and Variance Authorizations: [Requirements for estimates and authorizations for variances from estimates]
• Payment Schedule: [Payment frequency and due dates]
• Iowa State and Local Taxes: [Applicable Iowa state and local taxes]
• Electronic Invoice Delivery: [Method of delivering invoices electronically]

11. Client Responsibilities

• Timely System Access: [Providing timely access to systems and data]
• Onsite Contacts: [Providing contacts for onsite service in Iowa]
• Hardware/Software Inventory: [Providing accurate hardware and software inventory information]
• Notification of Infrastructure Changes: [Obligation to notify Provider of planned infrastructure changes]

12. Staff Background Checks and Insurance

• Background Checks: [Requirements for background checks on Provider personnel]
• Iowa Employment Laws: [Provider's compliance with Iowa employment laws]
• Insurance: [Requirements for professional liability and cyber risk insurance]

13. Warranties and Representations

• Qualified Personnel: [Warranty that services will be performed by qualified personnel]
• Industry Standards: [Warranty that services will be performed in accordance with industry standards]
• Freedom from Defects: [Warranty that services will be free from defects]
• Virus/Malware Warranty: [Warranty against viruses and malware]

14. Limitation of Liability (Iowa Statutes)

• Cap on Damages: [Maximum amount of damages Provider will be liable for]
• Exclusion of Consequential Damages: [Exclusion of indirect or consequential damages, to the extent permitted by Iowa law]
• Exceptions: [Exceptions for breach of confidentiality or intentional misconduct]

15. Indemnification

• IP Infringement: [Indemnification for third-party claims of IP infringement]
• Data Breaches: [Indemnification for third-party claims arising from data breaches]
• Violation of Law: [Indemnification for third-party claims arising from violation of Iowa or federal law]

16. Service Transition and Data Migration

• Transfer of Documentation: [Transfer of documentation to Client at termination]
• System Access: [Transfer of system access to Client at termination]
• Data in Usable Formats: [Provision of data in usable formats at termination]
• Data Retention/Deletion: [Compliance with Iowa personal data requirements for data retention or deletion]

17. Force Majeure

• Events of Excusable Nonperformance: [Definition of force majeure events]
• Notification Process: [Requirements for notifying the other party of a force majeure event]
• Service Continuation Efforts: [Efforts to continue providing services despite a force majeure event]

18. Contract Changes, Amendments, and Modifications

• Written Confirmation: [Requirement for written confirmation of all changes, amendments, and modifications]

19. Termination Provisions

• For-Cause Termination: [Reasons for termination for cause]
• For-Convenience Termination: [Right to terminate for convenience]
• Material Breaches: [List of material breaches that trigger termination]
• Cure Periods: [Time allowed to cure a breach before termination]
• Early Termination Fees: [Fees for early termination]
• Unfinished Work: [Handling of unfinished work at termination]
• Data Return: [Procedures for returning Client data at termination]
• Post-Termination Cooperation: [Requirements for post-termination cooperation]

20. Dispute Resolution (Iowa Law and Venue)

• Governing Law: The laws of the State of Iowa shall govern this Agreement.
• Venue: Any legal action arising out of this Agreement shall be brought in [County Name] County, Iowa.
• Negotiation: [Requirement for good-faith negotiation to resolve disputes]
• Mediation: [Requirement for mediation in Iowa]
• Arbitration: [Option for binding arbitration]
• Attorney Fees: [Allocation of attorney fees]

21. Governing Law and Jurisdiction

• Iowa Law Applies: [Iowa law governs this agreement]
• Enforceability under UETA: [Agreement is enforceable under Iowa's Uniform Electronic Transactions Act]

22. Notice Requirements

• Valid Iowa Addresses: [Requirements for providing valid Iowa addresses for official notices]
• Electronic Notices: [Acceptance of electronic notices]

23. Comprehensive Integration

• Entire Agreement: [This agreement constitutes the entire agreement between the parties]
• Severability: [If any provision is held invalid, the remaining provisions remain in effect]
• Non-Waiver: [Failure to enforce any provision does not constitute a waiver]
• Assignment Restrictions: [Restrictions on assigning this agreement]

24. Optional Clauses

• Right to Audit: [Client's right to audit Provider's performance]
• Service Performance Reporting: [Requirements for regular service performance reports]
• Business Continuity Planning: [Requirements for business continuity planning]
• Compliance Training: [Requirements for compliance training for Client employees]
• State-Specific Procurement: [Compliance with Iowa procurement procedures if contracting with governmental entities]

25. Pre-Contractual Representations

• Provider Certifications: [List of Provider certifications]
• Iowa Business Licenses: [Provider's Iowa business licenses]
• Prior Regulatory Inspections: [References to prior regulatory inspections]

26. Local Iowa Business Licensing and Tax

• Registration with Iowa Secretary of State: [Confirmation of Provider's registration]
• Sales/Use Tax Collection: [Compliance with Iowa sales/use tax collection requirements]

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

_______________________________
[Provider Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

_______________________________
[Client Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]