Minnesota IT service contract template

Minnesota IT Service Agreement

This Minnesota IT Service Agreement ("Agreement") is made and entered into as of this [Date] by and between [IT Service Provider Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [IT Service Provider Address] and Minnesota business entity status (if relevant) of [Minnesota Entity Status Information] (“Provider”), and [Client Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Client Address] (“Client”).

1. Scope of Services

Option A: Description of Services

The Provider shall provide the following IT services to the Client: [Detailed Description of IT Services, e.g., system installation, network setup and administration, software development, managed services (including helpdesk/ticketing details), hardware procurement, cybersecurity monitoring and incident response, data backup and recovery, cloud migration or maintenance, ongoing technology consulting, or custom solutions].

Option B: Service Level Agreement (SLA)

The Provider shall adhere to the following Service Level Agreement: [Detailed SLA including response and resolution times, uptime guarantees, remote access procedures, scheduled maintenance windows, escalation paths, and clear measurable performance standards tailored to the client’s Minnesota operations].

2. Client Responsibilities

Option A: Resources and Access

The Client shall provide the following resources to the Provider: [List of Client-Provided Resources, e.g., access credentials, premises, equipment]. The Client shall also ensure timely responses to Provider inquiries.

Option B: Pre-existing Systems

The Provider will interface with the following pre-existing Client systems: [List of Pre-existing Systems]. The Client is responsible for maintaining these systems unless otherwise specified.

3. Work Location

Option A: Primary Location

The primary work location for the services shall be: [Onsite at specified Minnesota client premises, remote, or hybrid].

Option B: Travel

Travel within Minnesota is: [Required or Not Required]. If required, per diem and reimbursement policies are detailed in Exhibit A. [Reference Exhibit A if applicable].

4. Payment Terms

Option A: Fee Structure

The Client shall pay the Provider according to the following fee structure: [Project-based, retainer, hourly, or recurring]. Breakdown of rates for different service types: [Detailed breakdown].

Option B: Invoicing and Payment Schedule

Invoices will be issued [Frequency] and are due [Number] days from the invoice date. Minnesota state/local tax collection and remittance responsibilities are the Provider's responsibility. Late fees will be assessed according to Minn. Stat. § 325G.14.

5. Intellectual Property

Option A: Ownership

Ownership of all developed code, custom software, documentation, and deliverables shall be: [Provider, Client, or Jointly Owned], in accordance with Minnesota law (Minn. Stat. § 325A).

Option B: Licensing

The Client shall have the following license to use the deliverables: [Specify Usage Rights]. The Provider may reuse generalized know-how developed during the project.

6. Data Security and Privacy

Option A: Compliance

The Provider shall comply with all applicable Minnesota data protection statutes, including the Minnesota Government Data Practices Act (if applicable), and industry standards (e.g., HIPAA, PCI DSS if relevant).

Option B: Breach Notification

The Provider shall notify the Client of any data breach within [Number] hours of discovery, in accordance with Minn. Stat. § 325E.61.

7. Confidentiality

Option A: Confidential Information

Both parties agree to hold each other's confidential information in confidence.

Option B: Exceptions

The confidentiality obligations shall not apply to information that is already in the public domain, is compelled to be disclosed under Minnesota law, or is necessarily disclosed to state authorities.

8. Warranties and Disclaimers

Option A: Software and System Warranties

The Provider warrants that the software and systems provided will conform to the specifications for a period of [Number] days after acceptance testing. These warranties are subject to Minnesota Statutes on implied merchantability (Minn. Stat. § 336.2-314-316).

Option B: Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.

9. Change Requests

Option A: Process

Any changes to the scope of services must be documented in a written change request and approved by both parties.

Option B: Cost and Timeline

The change request shall include the impact on cost and timeline.

10. Indemnification

Option A: Provider Indemnification

The Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Provider's negligence or willful misconduct, third-party IP infringement, including defense and settlement, or security breaches attributable to the Provider’s negligence.

Option B: Client Indemnification

The Client shall indemnify and hold harmless the Provider from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Client's misuse of the services or unauthorized modifications.

11. Service Interruptions and Force Majeure

Option A: Service Interruption

In the event of a service interruption, the Provider shall notify the Client within [Number] hours and use commercially reasonable efforts to restore service.

Option B: Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including Minnesota-specific natural disasters.

12. Termination

Option A: Termination for Cause

Either party may terminate this Agreement for cause if the other party breaches this Agreement and fails to cure such breach within [Number] days after written notice.

Option B: Termination for Convenience

The Client may terminate this Agreement for convenience upon [Number] days written notice.

13. Consequences of Breach or Delay

Option A: Liquidated Damages

[Include or Exclude Liquidated Damages Clause]. If included, the liquidated damages shall be [Specify Amount or Formula].

Option B: Liability Cap

The Provider's liability under this Agreement shall be capped at [Dollar Amount].

14. Dispute Resolution

Option A: Negotiation

The parties shall first attempt to resolve any disputes through good faith negotiation.

Option B: Mediation/Arbitration

If negotiation fails, the parties shall submit the dispute to [Minnesota-based mediation or arbitration]. Litigation venue shall be exclusively in specified Minnesota state or federal courts, applying Minnesota law.

15. Compliance and Ethics

Option A: Compliance with Laws

The Provider certifies compliance with all applicable Minnesota employment, E-Verify, anti-discrimination, and human rights statutes.

Option B: Insurance

The Provider shall maintain insurance coverage valid in Minnesota, including minimum CGL, professional liability, and cyber risk insurance coverage.

16. Subcontractors

Option A: Consent Required

The Provider shall not subcontract any services without the prior written consent of the Client.

Option B: Flow-Down Provisions

All subcontracts shall include confidentiality and compliance duties equivalent to those in this Agreement.

17. Notice

Option A: Notice Address

All notices under this Agreement shall be in writing and sent to the following addresses: Provider: [Minnesota-specific notice address for legal notifications]. Client: [Client Notice Address].

Option B: Statutory Agent

If the Provider is an out-of-state entity doing business in Minnesota, its statutory agent information is: [Statutory Agent Name and Address].

18. Entire Agreement

Option A: Integration Clause

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Option B: Amendment

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

19. Non-Solicitation/Non-Compete

Option A: Non-Solicitation/Non-Hire

During the term of this Agreement and for a period of [Number] months thereafter, neither party shall solicit or hire employees of the other party.

Option B: Non-Compete

[Include or Exclude Non-Compete Clause]. If included, the non-compete restrictions shall be enforceable under Minn. Stat. § 181.988, with clear duration, territory, and scope in accordance with state limitations.

20. Electronic Monitoring Disclosures

Option A: Monitoring Disclosure

If remote monitoring or endpoint management is included, Provider must disclose to Client all electronic monitoring practices utilized.

Option B: Client Consent

Client acknowledges and consents to the Provider's electronic monitoring practices as described in [Attachment/Exhibit Reference].

21. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement transmitted electronically shall have the same effect as an originally signed document, in conformity with Minnesota Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act as adopted in Minnesota (Minn. Stat. Ch. 325L).

This Agreement is tailored for Minnesota legal and commercial requirements, and any adjustments must be compliant with current Minnesota statutes and regulations.

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

[IT Service Provider Legal Name]

By: [Name]

Title: [Title]

[Client Legal Name]

By: [Name]

Title: [Title]