Massachusetts IT service contract template

Massachusetts IT Service Contract

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

• [Service Provider Legal Name], a [State of Incorporation] corporation with a principal place of business at [Service Provider Address] ("Provider"), Business Registration Number: [Business Registration Number], Federal Tax ID: [Federal Tax ID], State Tax ID: [State Tax ID]

and

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

1. Scope of Services

• Option A: Managed IT Support

• Provide comprehensive managed IT support services as described in Exhibit A. This includes:

• Help desk support during [Hours of Operation].

• Network administration and maintenance.

• Cybersecurity services, including [Specific Security Services, e.g., firewall management, intrusion detection].

• Data backup and recovery services.

• Software installation and updates.

• Option B: Project-Based Technology Consulting

• Provide project-based technology consulting services for the project described in Exhibit B. The scope includes:

• [Project Deliverables].

• [Project Timeline].

• [Project Milestones].

• Option C: Hybrid Approach

• A combination of managed IT support as detailed in Exhibit A, and project-based services as detailed in Exhibit B. The overlap between the two is detailed as [Detail Overlapping services here].

2. Service Level Agreement (SLA)

• Option A: Standard SLA

• The Provider will meet the following SLAs:

• Uptime: [Percentage]% guaranteed uptime.

• Help Desk Response Time: [Timeframe, e.g., 15 minutes] for initial response.

• Issue Resolution Time: [Timeframe, e.g., 4 hours] for critical issues.

• Escalation Procedure: [Describe Escalation Path].

• Remedies for Failure: [Describe Penalties, e.g., Service Credits].

• Option B: Customized SLA

• The SLAs are detailed in Exhibit C, which outlines specific performance metrics, response times, and remedies for failures tailored to the Client’s needs.

3. Client Responsibilities

• Option A: Standard Responsibilities

• Client will:

• Provide timely access to equipment and personnel.

• Maintain adequate infrastructure, including [Specific Infrastructure Requirements].

• Comply with IT security protocols.

• Provide necessary information for problem diagnosis and resolution.

• Option B: Enhanced Responsibilities

• In addition to the above, Client is responsible for:

• Maintaining a documented inventory of all IT assets.

• Providing training to its employees on IT security best practices.

• Ensuring compliance with all applicable data privacy regulations.

4. Documentation and Reporting

• Option A: Standard Reporting

• The Provider will provide the following reports:

• Change Management Logs.

• Incident Reports.

• Scheduled Maintenance Reports.

• Monthly Summary of Service Performance.

• Option B: Enhanced Reporting

• In addition to the above, the Provider will provide:

• Vulnerability Assessments [Frequency, e.g., Quarterly].

• Proactive Security Recommendations.

• Real-time monitoring dashboards accessible by the Client.

5. Work Location and Personnel

• Option A: On-Site Service

• The Provider will perform services primarily on-site at [Client Location].

• Background checks [Type of Background Check] will be required for all Provider personnel.

• Option B: Remote Service

• The Provider will perform services remotely.

• The Provider will ensure secure remote access to Client systems.

• Option C: Hybrid Service

• Service will be performed both on-site and remotely. On-site services will be performed [describe schedule of on-site services].

• All staff performing services that involve access to client data will be subject to CORI checks as per MA law.

6. Fees and Payment

• Option A: Monthly Flat Fee

• The Client will pay a monthly flat fee of [Dollar Amount].

• Option B: Hourly Rate

• The Client will pay an hourly rate of [Dollar Amount] for services rendered.

• Option C: Hybrid Model

• The Client will pay a monthly fee of [Dollar Amount] for recurring services and an hourly rate of [Dollar Amount] for additional services.

• Payment terms are Net [Number] days.

• Invoices will be submitted [Frequency, e.g., Monthly].

• All fees are exclusive of applicable Massachusetts sales or use tax. [Specify if an exemption applies].

7. Software and Hardware Procurement

• Option A: Reseller

• The Provider will act as a reseller for software and hardware. Title transfers to the Client upon payment.

• Warranty obligations are as per the manufacturer’s warranty and Massachusetts law.

• Option B: Agent

• The Provider will act as an agent for the Client in procuring software and hardware.

• The Client is responsible for licensing and registration.

• Option C: Consultant

• The Provider will consult on software and hardware purchases only, and the Client is responsible for procurement.

8. Data Security and Privacy

• The Provider will comply with the Massachusetts Data Security Law (201 CMR 17.00 et seq.) and M.G.L. c. 93H and 93I.

• The Provider will implement and maintain reasonable security measures to protect the personal information of Massachusetts residents.

• The Provider will provide breach notification to the Client within [Number] hours of discovery of a data breach.

• Provider will provide mandatory security awareness training to all relevant staff, including HIPAA where applicable, and documentation.

• Provider will indemnify the client for any violations of privacy laws resulting from the actions of the provider.

9. Intellectual Property

• Option A: Client Ownership

• The Client owns all intellectual property rights in deliverables created under this Agreement.

• Option B: Provider Ownership

• The Provider retains ownership of its underlying tools and frameworks. The Client receives a license to use deliverables created under this Agreement.

• Option C: Joint Ownership

• Intellectual property rights are jointly owned by the Provider and Client as outlined in Exhibit D.

10. Non-Solicitation and Non-Compete

• Option A: Non-Solicitation

• During the term of this Agreement and for [Number] months after termination, the Client and Provider will not solicit each other’s employees.

• Option B: Non-Compete

• During the term of this Agreement and for [Number] months after termination, the Provider will not provide similar services to clients within a [Number] mile radius of the Client’s business. This clause is subject to the limitations of M.G.L. c. 149, § 24L.

• Option C: No Restriction

• There are no non-solicitation or non-compete restrictions under this agreement.

11. Confidentiality

• Both parties will maintain the confidentiality of each other’s business, technical, and customer information.

• This obligation continues after termination of the Agreement.

• Disclosure is permitted if required by law or regulatory authorities.

12. Quality and Warranty

• Option A: Standard Warranty

• The Provider warrants that services will be performed in a professional and workmanlike manner.

• The warranty period is [Number] days after service completion.

• Option B: Extended Warranty

• The Provider offers an extended warranty period as detailed in Exhibit E.

• This includes routine updates and patch management.

• Exclusions: Misuse or unauthorized changes are not covered under the warranty.

13. Limitations of Liability

• The Provider’s liability is limited to [Dollar Amount].

• The Provider is not liable for indirect or consequential damages.

• The Provider maintains a minimum liability of [Dollar Amount] for data breaches or personal information compromise.

14. Amendment of Service Scope

• Changes to the service scope require a written change order signed by both parties.

• Change orders will include adjustments to timelines and fees.

15. Project Delays and Force Majeure

• The Provider is not liable for delays caused by force majeure events (natural disasters, regulatory interruptions, public health emergencies).

• The Provider will notify the Client of any delays caused by force majeure events.

• The parties will agree on extensions or remedies for project delays.

16. Termination

• Option A: Termination for Cause

• Either party may terminate this Agreement for cause (material breach, insolvency, failure to meet compliance).

• Option B: Termination for Convenience

• Either party may terminate this Agreement for convenience with [Number] days' written notice.

• Option C: No convenience termination

• This agreement may not be terminated for convenience.

• Post-termination obligations include data handoff and secure deletion.

17. Security Audit Rights

• The Client has the right to audit the Provider’s IT systems and compliance with policies [Frequency, e.g., Annually].

• The Provider will remedy identified weaknesses within agreed timelines.

• This section is triggered by regulatory requirements such as HIPAA if applicable.

18. Dispute Resolution

• The parties will attempt to resolve disputes through negotiation.

• If negotiation fails, the parties will attempt to resolve the dispute through mediation or arbitration in Massachusetts.

• If mediation or arbitration fails, the parties may pursue litigation in a court of competent jurisdiction in [Massachusetts County].

• Massachusetts law governs this Agreement.

19. Compliance with Laws

• The Provider will comply with all relevant Massachusetts and federal statutes and regulations, including consumer protection (M.G.L. c. 93A), data privacy, employment and wage laws, and non-discrimination laws.

• If serving governmental entities, the Provider will comply with Massachusetts public records law.

20. Ongoing Compliance

• The Provider will keep up with legislative updates.

• The Provider will regularly review its security practices.

• The parties will periodically reassess the contract terms.

21. Insurance

• The Provider will maintain professional liability/errors and omissions insurance.

• The Provider will maintain minimum coverage for cybersecurity breaches.

• The Provider will comply with Massachusetts insurance laws.

• The Provider will provide proof of insurance upon request.

22. Business Continuity and Disaster Recovery

• Option A: Standard Plan

• The Provider will maintain a business continuity and disaster recovery plan.

• Option B: Client-Specific Plan

• The Provider will develop a business continuity and disaster recovery plan specific to the Client's needs, as detailed in Exhibit F.

• Option C: No Plan

• The provider has no explicit business continuity and disaster recovery obligations under this agreement.

23. Severability

• If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in effect.

24. Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

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

[Service Provider Legal Name]

By: [Service Provider Name]

Title: [Service Provider Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

Exhibits:

• Exhibit A: Scope of Managed IT Support Services

• Exhibit B: Scope of Project-Based Technology Consulting

• Exhibit C: Customized SLA

• Exhibit D: Intellectual Property Details

• Exhibit E: Extended Warranty Details

• Exhibit F: Client-Specific Business Continuity and Disaster Recovery Plan (if applicable)