Kentucky IT service contract template

Kentucky IT Service Contract

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

• [IT Service Provider Legal Business Name], a [Kentucky Business Entity Type] with its principal place of business at [IT Service Provider Business Address], hereinafter referred to as “Provider”, and
• [Client Legal Business Name], a [Kentucky Business Entity Type] with its principal place of business at [Client Business Address], hereinafter referred to as “Client”.

Provider’s contact information:

• Name: [IT Service Provider Contact Name]
• Phone: [IT Service Provider Phone Number]
• Email: [IT Service Provider Email Address]

Client’s contact information:

• Name: [Client Contact Name]
• Phone: [Client Phone Number]
• Email: [Client Email Address]

1. Scope of Services

• Description of IT Services: The Provider agrees to provide the following IT services to the Client:
  • Option A: Network Setup and Maintenance
  • Option B: Hardware and Software Procurement
  • Option C: Installation and Configuration
  • Option D: Cybersecurity Monitoring and Response
  • Option E: Cloud Service Management
  • Option F: Data Backup and Disaster Recovery
  • Option G: Helpdesk and Remote Troubleshooting
  • Option H: Managed IT Services
  • Option I: System Integration
  • Option J: Software Development or Customization
  • Option K: Regular System Updates and Patch Management
  • Option L: Migration Services
• Client Needs Assessment Summary: [Summary of Client Needs Assessment]
• IT Environment Inventory: [Detailed IT Environment Inventory]
• Baseline Documentation: [Baseline Documentation of Hardware and Software]

2. Service Deliverables and Performance Standards (SLA)

• Service Deliverables: The Provider shall provide the following service deliverables: [List of Service Deliverables]
• Performance Standards (SLA):
  • System Uptime Percentage: [Agreed Upon Uptime Percentage]%
  • Response Time: [Specific Response Time Commitment for Incidents (e.g., 1 hour for critical incidents)]
  • Resolution Time: [Specific Resolution Time Commitment for Incidents (e.g., 4 hours for critical incidents)]
  • Onsite Support Availability: [Days and Hours of Onsite Support Availability] (Kentucky Time Zone)
  • Remote Support Availability: [Days and Hours of Remote Support Availability] (Kentucky Time Zone)
  • Escalation Procedures: [Detailed Escalation Procedures]

3. Technical Specifications

• Compatible Operating Systems: [List of Compatible Operating Systems]
• Supported Devices: [List of Supported Devices]
• Network Infrastructure: [Description of Network Infrastructure]
• Cybersecurity Standards: [Cybersecurity Standards (e.g., NIST, CIS Controls, Kentucky-specific guidelines)]
• Data Privacy Compliance: Compliance with federal and Kentucky data privacy statutes, including:
  • Option A: HIPAA (for healthcare clients)
  • Option B: GLBA (for financial clients)

4. Regulatory Compliance

• Industry-Specific Requirements: The Provider shall comply with the following industry-specific regulatory compliance requirements relevant in Kentucky:
  • Option A: CMR compliance (for utilities)
  • Option B: Kentucky data breach notification requirements (KRS 365.732-365.734)
• Staying Current: The Provider is responsible for staying current with all applicable Kentucky and federal regulatory changes affecting IT services.

5. Client Obligations

• Access: Timely access to facilities, personnel, administrative credentials, hardware, and software.
• Notification: Prompt notification of incidents.
• IT Liaison: Designation of a client-side IT liaison: [Name of Client IT Liaison]

6. Physical and Data Security

• Data Breach Notification Procedures: Compliance with Kentucky-specific data breach notification procedures.
• Encryption Standards: [Required Encryption Standards]
• Password Policies: [Defined Password Policies]
• Multi-Factor Authentication: [Multi-Factor Authentication Requirements]

7. Work Location

• Onsite Work: Onsite work at Client facilities at [Client Business Address] shall be governed by Kentucky employment and independent contractor rules.
• Remote Work: [Rules for Remote Work]
• Travel Reimbursement: [Terms of Travel Reimbursement, compliant with Kentucky labor law]

8. Fees and Payment

• Fee Structure:
  • Option A: Flat Fee: [Amount of Flat Fee]
  • Option B: Hourly Rate: [Amount of Hourly Rate]
  • Option C: Retainer: [Amount of Retainer Fee]
  • Option D: Milestone-Based Payments: [Description of Milestones and Payments]
• Payment Schedule: [Detailed Payment Schedule]
• Invoicing Process: [Description of Invoicing Process, noting required Kentucky sales and use tax where applicable]
• Late Payment Penalties: [Description of Late Payment Penalties]

9. Kentucky Tax Requirements

• Sales Tax: Compliance with Kentucky state sales tax exemption or collection rules for software and IT services, referencing applicable KRS provisions. [Specify KRS provision if known]

10. Intellectual Property Rights

• Ownership:
  • Client Property: [List of Items that Become Client Property (e.g., Custom Software Code)]
  • Provider Property: [List of Items that the Provider May Retain or Reuse]
• Kentucky Uniform Trade Secrets Act Compliance: The parties shall comply with the Kentucky Uniform Trade Secrets Act.

11. Confidentiality and Data Protection

• Confidential Information: [Definition of Types of Confidential Information]
• Non-Disclosure: [Duties of Non-Disclosure]
• Permitted Disclosures: Permitted disclosures for legal compliance (such as upon lawful request by Kentucky authorities).
• Data Protection Practices: [Detailed Data Protection Practices]
• Survival: These obligations survive termination of the Agreement.

12. Software Licensing Compliance

• Compliance: The Provider shall ensure compliance with software licensing, including audits and reporting.

13. Quality Assurance and Ongoing Support

• Acceptance Testing: [Acceptance Testing Standards]
• Post-Deployment Monitoring: [Post-Deployment Monitoring Procedures]
• Warranty/Maintenance Period: [Description of Warranty or Maintenance Period]
• Support Renewal: [Support Renewal Options]
• Service Exclusions:
  • Example 1: Damages from third-party software.
  • Example 2: Client misuse.
  • Example 3: Force majeure (as defined by Kentucky law).

14. Force Majeure

• Kentucky-Specific Risks: Considering Kentucky-specific natural disaster risks (such as tornadoes or floods).
• Timelines and Notification: [Timelines and Notification Protocols in the Event of Force Majeure]

15. Amendment

• Written Consent: Any amendment to this Agreement must be in writing and signed by both parties, as per Kentucky Statute of Frauds requirements for contractual modifications.

16. Duration, Renewal, and Termination

• Duration: [Initial Term of the Agreement]
• Renewal: [Renewal Terms (e.g., Automatic Renewal Unless Notice Given)]
• Termination:
  • For Cause: (including breach or insolvency with applicable Kentucky notice requirements): [Detailed Terms for Termination For Cause]
  • Without Cause: (with [Number] days' advance written notice): [Detailed Terms for Termination Without Cause]
• Effect of Termination: [Requirements for Timely Return or Deletion of Confidential Information and Assistance During Transition]

17. Liability and Indemnification

• Limits of Liability: [Limits of Liability for Each Party]
• Carve-Outs: Carve-outs for gross negligence or willful misconduct.
• Client Indemnity: Client indemnity for intellectual property supplied to the Provider.
• Provider Indemnity: Provider indemnity for third-party claims arising from non-compliance with Kentucky law.

18. Insurance Requirements

• Minimum Levels: [Minimum Levels of Insurance Coverage]
• Types:
  • Cyber Liability
  • Commercial General Liability
  • Errors & Omissions Coverage
• Proof of Insurance: The Provider shall provide proof of insurance compliance under Kentucky law.

19. Dispute Resolution

• Escalation: Escalation from negotiation to mediation, then to arbitration or litigation.
• Venue: [Specific Local Kentucky Venue (e.g., Franklin County Circuit Court)]
• Governing Law: Choice of Kentucky law as the governing law.

20. Compliance with Laws

• Business Registration: Compliance with all applicable Kentucky and federal laws regarding business registration (such as Secretary of State registration for foreign businesses).
• Labor: Compliance with Kentucky labor laws, clarifying independent contractor status under Kentucky law.
• Anti-Discrimination Regulations
• Procurement Rules
• Consumer Protection Laws applicable to IT services

21. Key Contacts

• Operational Contact (Provider): [Provider Operational Contact Name, Phone, Email] (Kentucky-based)
• Billing Contact (Provider): [Provider Billing Contact Name, Phone, Email] (Kentucky-based)
• Legal Contact (Provider): [Provider Legal Contact Name, Phone, Email] (Kentucky-based)
• Operational Contact (Client): [Client Operational Contact Name, Phone, Email]
• Billing Contact (Client): [Client Billing Contact Name, Phone, Email]

22. Documentation Handover

• Requirements: Requirements for documentation handover, system access return, and final reporting at contract close.
• Deadlines: [Specific Deadlines for Handover, Return, and Reporting]

23. Notices

• Formats: Written, email, certified mail.
• Addresses:
  • Provider: [IT Service Provider Business Address], [IT Service Provider Email Address]
  • Client: [Client Business Address], [Client Email Address]
• Deadlines: [Notice Deadlines]

24. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: 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.
• Assignment: This Agreement may not be assigned by either party 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.
  • Notice of Assignment/Subcontracting: [Address how notice of assignment or subcontracting obligations must be handled under applicable Kentucky statutes]

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

[IT Service Provider Legal Business Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Client Legal Business Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]