Mississippi IT service contract template

Mississippi IT Service Contract

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

• [Service Provider Legal Name], a [Service Provider Entity Type] with its principal place of business at [Service Provider Business Address], hereinafter referred to as "Provider," and
  Mississippi Contact Person: [Provider Contact Name]
  Mississippi Contact Phone: [Provider Contact Phone]
  Mississippi Contact Email: [Provider Contact Email]

and

• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Business Address], hereinafter referred to as "Client."
  Mississippi Contact Person: [Client Contact Name]
  Mississippi Contact Phone: [Client Contact Phone]
  Mississippi Contact Email: [Client Contact Email]

1. Scope of Services

Provider agrees to provide the following IT services to Client: [Description of Services, e.g., Managed IT Services, Software Development, Network Support, Cybersecurity, Hardware Maintenance, Cloud Solutions].

• Option A: Managed IT Services including [Specific Managed Services].
• Option B: Software Development for [Specific Software Project].
• Option C: Cybersecurity Services including [Specific Cybersecurity Services].

2. Provider Credentials

Provider represents and warrants that it is duly licensed to conduct business in the State of Mississippi and holds all necessary certifications to perform the services described herein.

• Option A: Provider's Mississippi Business License Number is: [Provider's Mississippi Business License Number].
• Option B: Provider holds the following relevant professional certifications: [List of Certifications].

3. Statement of Work (SOW)

This Agreement incorporates the Statement of Work attached hereto as Exhibit A, which details the specific services to be performed, deliverables, timelines, and acceptance criteria.

• SOW will include:
  • A comprehensive list of deliverables.
  • Service specifications (e.g., supported operating systems: [List of Supported OS], software platforms: [List of Supported Software], response times: [Response Time Targets], uptime guarantees: [Uptime Guarantee Percentage], cybersecurity standards: [Cybersecurity Standards] as required by Mississippi data protection and cybercrime laws).
  • Service Level Agreement (SLA) metrics (e.g., system monitoring frequency: [Monitoring Frequency], ticket escalation procedures: [Escalation Procedures], guaranteed resolution times: [Resolution Time Targets], on-site vs. remote support: [On-Site/Remote Support Details]).
  • Project timeline with Mississippi working days and holidays considered.
  • Explicit milestones: [List of Milestones].
  • Acceptance criteria for each phase: [List of Acceptance Criteria].
  • Documentation requirements: [List of Required Documentation].

4. Client Obligations

Client agrees to provide Provider with reasonable access to its systems, data, and premises as necessary to perform the services.

• Option A: Client shall provide the following access: [List of Access Requirements].
• Option B: Client is responsible for [Client Responsibility, e.g., Providing Credentials, Hardware].
• Option C: Cooperation clauses for data migration or legacy system integration: [Data Migration/Integration Details].

5. Service Location

Services will be performed [Service Location: Onsite in Mississippi, Remote, or Hybrid].

• Option A: Onsite services will be performed at [Client's Mississippi Location].
• Option B: Travel policy within Mississippi: [Travel Policy Details].
• Option C: Mississippi-conforming background checks required for provider personnel: [Background Check Requirements].

6. Payment Terms

Client shall pay Provider as follows: [Payment Terms: Hourly, Fixed, Milestone-Based, Recurring].

• Option A: Hourly rate of [Hourly Rate] per hour.
• Option B: Fixed price of [Fixed Price].
• Option C: Milestone-based payments as outlined in Exhibit B (Payment Schedule).
• Recurring Charges for managed services: [Recurring Charge Amount].
  • Applicable Mississippi state and local sales or use taxes: [Tax Rate and Calculation Method].
  • Late payment penalties as permitted under Mississippi law: [Late Payment Penalty Details].

7. Intellectual Property

Ownership of intellectual property shall be as follows: [Details of Ownership: Pre-existing Tools, Custom-Developed Code, Software Licenses].

• Option A: Custom-developed code shall be owned by [Party Owning Custom Code] after full payment.
• Option B: Source code escrow conditions: [Escrow Details].
• Option C: Licensing of third-party components: [Third-Party Licensing Details].

8. Data Security and Confidentiality

Provider shall maintain the confidentiality of Client's data and comply with all applicable data protection laws, including Mississippi Code § 75-24-29 (Mississippi Data Breach Notification Law).

• Option A: Provider shall implement the following cybersecurity procedures: [List of Procedures, e.g., Encryption Standards, Access Controls].
• Option B: Security incident response protocols tailored to Mississippi law: [Incident Response Protocol Details].
• Option C: Provider shall comply with [Relevant Regulatory Compliance, e.g., HIPAA, FERPA].

9. Quality Assurance

Provider shall perform quality assurance testing as follows: [Description of Testing Procedures, Client Review Periods, Remediation of Defects].

• Option A: Acceptance testing procedures: [Testing Procedure Details].
• Option B: System performance benchmarks: [Performance Benchmarks].
• Option C: Standards for ongoing maintenance or bug fixes: [Maintenance/Bug Fix Standards].

10. Warranty

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

• Option A: Warranty period of [Warranty Period].
• Option B: Warranty scope: [Warranty Scope].
• Option C: Exclusions: [Warranty Exclusions].

11. After-Sales Support

Provider shall provide the following after-sales support: [Description of Support, e.g., Maintenance Windows, Help Desk Hours, Onsite Support].

• Option A: Help desk hours: [Help Desk Hours in Central Time Zone].
• Option B: Onsite support availability in Mississippi: [Onsite Support Details].
• Option C: Process for upgrade requests: [Upgrade Request Process].

12. Limitation of Liability

Provider's liability shall be limited to [Liability Limit Amount].

• Option A: Carve-outs for fraud or willful misconduct: [Fraud/Misconduct Carve-outs].
• Option B: Specific remedies for service failures: [Remedies for Failures].
• Option C: Insurance requirements including general liability and cyber liability insurance with Mississippi-licensed carriers: [Insurance Requirements].

13. Force Majeure

Neither party shall be liable for delays or failures to perform caused by events beyond its reasonable control, including acts of God, war, or government regulation.

• Option A: Events considered Force Majeure under Mississippi Law: [Specific Events].
• Option B: Procedures for delay, disruption, or service suspension: [Procedures for Force Majeure].

14. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through negotiation, mediation, and, if necessary, litigation in the courts of Mississippi.

• Option A: Preference for negotiation.
• Option B: Mediation under Mississippi Chancery Courts or the Jackson Arbitration Center.
• Option C: Venue as a Mississippi court of competent jurisdiction.
• Option D: Mississippi law as the governing law for the contract.

15. Termination

This Agreement may be terminated as follows: [Terms for Termination: Cause, Convenience, Regulatory Risk].

• Option A: For cause (material breach, nonpayment).
• Option B: For convenience with [Notice Period] written notice.
• Option C: Immediate termination in the event of Mississippi regulatory risk or data breach.
  • Return or destruction of client data and transfer of system access on termination as per Mississippi law: [Data Return/Destruction Details].

16. Records and Inspection

Provider shall maintain records of work performed and make them available for inspection if contracting with Mississippi state agencies.

• Option A: Types of records to be maintained: [List of Records].
• Option B: Inspection frequency: [Inspection Frequency].

17. Compliance Representation

Provider represents that its business processes and personnel training adhere to all Mississippi IT and data privacy laws.

• Option A: List of applicable Mississippi laws and regulations: [List of Laws].
• Option B: Training frequency: [Training Frequency].

18. Insurance

Provider shall maintain the following insurance coverages: [General Liability, Errors and Omissions, Cyber Liability].

• Option A: Coverage amounts: [Coverage Amounts].
• Option B: Evidence submitted upon contract execution.
• Option C: Name the client as additional insured if requested.

19. Remote Access and Security

Provider's method for remote access and monitoring of client systems is: [Description of Method].

• Option A: Physical security measures for on-site equipment in Mississippi: [Physical Security Details].
• Option B: Disaster recovery/business continuity planning: [Disaster Recovery Plan Details].

20. Subcontracting

Subcontracting or assignment is permitted only with explicit written consent from the Client and compliance with Mississippi subcontractor licensing rules.

• Option A: Procedure for requesting consent: [Consent Procedure].
• Option B: Mississippi subcontractor licensing rules: [Licensing Rules].

21. Non-Solicitation and Non-Compete

Non-solicitation and non-compete provisions: [Details of Provisions].

• Option A: Restrictions on provider personnel: [Personnel Restrictions].
• Option B: Restrictions on client employees: [Employee Restrictions].

22. Security Incident Notification

Procedures for handling and timely notification of security incidents or potential breaches under Mississippi Code are: [Incident Notification Procedures].

• Option A: Timelines for client notification: [Notification Timelines].
• Option B: Cooperation with law enforcement.

23. Accessibility and Public Records

Accessibility and public records compliance language if the Client is a Mississippi public agency, referencing Mississippi Public Records Act for data stored or processed.

• Option A: Compliance with Mississippi Public Records Act.
• Option B: Accessibility standards: [Accessibility Standards].

24. Entire Agreement

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

• Option A: Order of precedence: [Order of Precedence].
• Option B: Amendment process requiring written agreement.
• Option C: Severability under Mississippi law.

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 Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]