Michigan IT service contract template

Michigan IT Service Contract

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

• [Service Provider Legal Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Service Provider Business Address], represented by [Service Provider Authorized Representative Name], [Service Provider Title], contact information: [Service Provider Phone Number], [Service Provider Email] (the "Service Provider");

and

• [Client Legal Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Client Business Address], represented by [Client Authorized Representative Name], [Client Title], contact information: [Client Phone Number], [Client Email] (the "Client").

1. Scope of Services

• Option A: Managed IT Support
  • Provide ongoing maintenance, monitoring, and support for the Client's IT infrastructure, including servers, networks, workstations, and software applications as detailed in Exhibit A (Scope of Services).
• Option B: Help Desk Services
  • Provide a help desk to address Client's IT issues and requests during the hours specified in Exhibit A.
• Option C: Software Development
  • Develop custom software applications as per the specifications and requirements detailed in Exhibit A.
• Option D: Cybersecurity Solutions
  • Implement and manage cybersecurity solutions, including firewalls, intrusion detection systems, and vulnerability assessments as detailed in Exhibit A.

2. Service Level Agreement (SLA)

• Option A: Response and Resolution Times
  • Initial Response Time: [Time Frame]
  • Resolution Time (Critical Issues): [Time Frame]
  • Resolution Time (Non-Critical Issues): [Time Frame]
• Option B: Uptime Guarantee
  • Guaranteed Uptime: [Percentage]% per month.
  • Downtime Measurement: Measured excluding scheduled maintenance.
• Option C: Escalation Procedures
  • Escalation Path: [Designation of Escalation Path]
  • Escalation Timeframes: [Timeframes for Escalation]

3. Deliverables

• Option A: Software Specifications
  • Detailed functional and technical specifications for custom software, including acceptance criteria.
• Option B: Hardware Procurement
  • Provision of specified hardware, including make, model, and warranty information.
• Option C: Documentation
  • Complete system documentation, including network diagrams, configuration details, and user manuals.

4. Roles and Responsibilities

• Option A: Service Provider Responsibilities
  • Provide the services as outlined in this Agreement and Exhibit A.
  • Maintain necessary licenses and certifications relevant to the IT services provided.
• Option B: Client Responsibilities
  • Provide necessary access to systems and information for the Service Provider to perform the services.
  • Timely payment of invoices as per the payment terms outlined below.
• Option C: Change Control
  • All changes to the scope of work must be documented in a written Change Order, mutually agreed upon by both parties.

5. Payment Terms

• Option A: Total Project Cost
  • The total cost for the services outlined in Exhibit A is [Dollar Amount].
• Option B: Hourly Rate
  • The hourly rate for services is [Dollar Amount] per hour.
• Option C: Payment Schedule
  • [Percentage]% upon execution of this Agreement.
  • [Percentage]% upon completion of [Milestone Description].
  • [Percentage]% upon final acceptance of deliverables.
• Option D: Michigan Sales Tax
  • All applicable Michigan sales and use taxes will be added to invoices, as required by law.

6. Intellectual Property

• Option A: Ownership of Custom Software
  • Ownership of all custom software developed under this Agreement shall transfer to the Client upon final payment.
• Option B: Service Provider Retained Ownership
  • The Service Provider retains ownership of all pre-existing intellectual property and grants the Client a license to use such property as necessary to receive the services.
• Option C: Open Source
  • Any open-source software used in the deliverables will be subject to the terms of the applicable open-source license.

7. Confidentiality and Data Privacy

• Option A: Confidentiality
  • Both parties agree to hold each other's confidential information in strict confidence and not to disclose it to any third party without prior written consent.
• Option B: Data Privacy
  • The Service Provider will comply with all applicable Michigan and federal data privacy laws, including the Michigan Identity Theft Protection Act and HIPAA (if applicable).
• Option C: Data Breach Notification
  • In the event of a data breach, the Service Provider will promptly notify the Client and take all necessary steps to mitigate the damage.

8. Cybersecurity Requirements

• Option A: Network Security
  • The Service Provider will implement and maintain appropriate network security measures, including firewalls, intrusion detection systems, and regular security audits.
• Option B: Encryption
  • All sensitive data will be encrypted both in transit and at rest.
• Option C: Vulnerability Reporting
  • The Service Provider will promptly report any vulnerabilities discovered in the Client's systems.

9. Data Backup and Recovery

• Option A: Backup Frequency
  • Data will be backed up [Frequency].
• Option B: Retention Period
  • Data backups will be retained for [Time Period].
• Option C: Data Destruction
  • Upon termination of this Agreement, the Service Provider will securely destroy all Client data in accordance with industry best practices and applicable laws.

10. Upgrades and Patch Management

• Option A: Patch Management
  • The Service Provider will promptly apply security patches to the Client's systems.
• Option B: Upgrade Schedule
  • Software and hardware upgrades will be performed on a [Frequency] basis.

11. Warranty

• Option A: Warranty Period
  • The Service Provider warrants that the services will be performed in a professional and workmanlike manner for a period of [Time Period] from the date of completion.
• Option B: Warranty Limitations
  • This warranty does not cover defects caused by Client modification, third-party software, or force majeure.

12. After-Sales Services

• Option A: Maintenance and Support
  • Ongoing maintenance and support will be provided as per the terms outlined in Exhibit A.
• Option B: Remote Support Hours
  • Remote support will be available [Days of the Week], [Start Time] to [End Time].

13. Change Management

Any changes to the scope of work, pricing, or other terms of this Agreement must be documented in a written Change Order, mutually agreed upon by both parties.

14. Liability and Indemnification

• Option A: Limitation of Liability
  • The Service Provider's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Service Provider in the [Time Period] preceding the claim.
• Option B: Indemnification
  • Each party agrees to indemnify and hold harmless the other party from any claims arising from its own negligence or breach of this Agreement.
• Option C: Exclusion of Damages
  • In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages.

15. Insurance

The Service Provider shall maintain the following insurance coverage:

• General Liability: [Dollar Amount] per occurrence.
• Cyber Liability: [Dollar Amount] per occurrence.
• Professional Liability: [Dollar Amount] per claim.

16. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause if the other party breaches a material term of this Agreement and fails to cure such breach within [Number] days of written notice.
• Option B: Termination for Convenience
  • Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Option C: Effects of Termination
  • Upon termination, the Service Provider will provide reasonable assistance to the Client in transitioning the services to a new provider.

17. Remedies

In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek all available remedies, including but not limited to damages, specific performance, and injunctive relief.

18. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [Michigan County Name], Michigan.

19. Compliance

The Service Provider represents and warrants that it is in compliance with all applicable Michigan and federal laws and regulations, including but not limited to the Michigan Unfair Trade Practices Act.

20. Independent Contractor

The Service Provider is an independent contractor and not an employee, agent, or partner of the Client. The Service Provider is responsible for all applicable taxes and other obligations arising from its status as an independent contractor.

21. 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.

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 Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Title]

Date: [Date]