Missouri IT service contract template

Missouri IT Service Contract

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

• [IT Service Provider Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation] with its principal place of business at [IT Service Provider Physical Address] (the "Provider"), and whose primary contact person is [Provider Contact Name] at [Provider Phone Number] and [Provider Email Address].
• [Client Legal Name], a [State of Incorporation] [Entity Type, e.g., LLC] with its principal place of business at [Client Physical Address] (the "Client"), and whose primary contact person is [Client Contact Name] at [Client Phone Number] and [Client Email Address].

1. Scope of Services

• Option A: The Provider shall provide the following IT services to the Client, as detailed in Exhibit A: [Specific Description of IT Services].
• Option B: Services shall include, but are not limited to:
  • Infrastructure Setup and Maintenance
  • Network Management
  • Cybersecurity Services
  • Help Desk Support
  • Software Installation and Updates
  • Cloud Services
  • Hardware Procurement
  • Monitoring
  • Data Backup and Disaster Recovery
  • System Integration
  • Migration
  • Custom Software Development
  • IT Consulting
• Option C: The scope of services will be defined in each mutually agreed upon Statement of Work (SOW) attached as exhibit.

2. Deliverables and Acceptance

• Option A: Specific deliverables, including quantifiable standards and timelines, are outlined in Exhibit B.
• Option B:
  • Documentation Requirements: All deliverables shall include detailed documentation as specified in Exhibit C.
  • Key Milestones: Project milestones are defined in Exhibit D.
  • Acceptance Criteria: The Client's acceptance criteria for each deliverable are described in Exhibit E.
• Option C: A deliverable will be considered accepted [Number] days after delivery unless written rejection is provided.

3. Service Delivery Requirements (Missouri Specific)

• Option A: All services will be performed remotely from [Location].
• Option B: On-site services will be provided at [Client Location]. Provider will ensure all on-site staff have passed [Background Check Type, e.g., Criminal Background Check] as per Missouri industry standards.
• Option C: Hybrid service delivery, with on-site services as needed and mutually agreed upon. All service providers working on site must have a [Background Check Type] and must comply with [Security Clearance Standards].

4. Client Responsibilities

• Option A: The Client shall provide the Provider with access to facilities, existing network diagrams, and security credentials as reasonably required.
• Option B:
  • The Client must provide approval of deliverables within [Number] business days of submission.
• Option C: Client shall maintain adequate insurance coverage for all equipment under IT service.

5. Service Fees and Payment Terms

• Option A: The Provider's fees for services shall be [Hourly Rate] per hour.
• Option B:
  • Project-Based Fees: Project fees will be determined on a project-by-project basis, as outlined in individual SOWs.
  • Recurring Charges: Recurring charges for managed services shall be [Dollar Amount] per [Billing Period, e.g., Month].
• Option C: Invoices will be submitted [Invoice Frequency, e.g., Monthly] and payment is due within [Number] days of invoice date. Late payments will incur a penalty of [Percentage] per month, as permitted under Missouri UCC. The contract price does/does not include Missouri sales/use taxes.

6. Intellectual Property Ownership

• Option A: The Client shall own all intellectual property rights in deliverables created under this Contract.
• Option B: The Provider retains a license-back to use tools developed during the provision of services for other engagements, subject to confidentiality obligations.
• Option C: Pre-existing materials used in the development of deliverables remain the property of the respective owner, in accordance with Missouri copyright and trade secret law. All code, scripts and documentation developed specifically for the client shall belong to the client.

7. Data Protection and Cybersecurity

• Option A: The Provider shall comply with all applicable Missouri cybersecurity laws and data breach notification statutes.
• Option B:
  • All data will be encrypted [Encryption Standard, e.g., AES 256].
  • The Provider shall maintain minimum security configurations as specified in Exhibit F.
• Option C: In the event of a data breach, the provider will notify the client within [Number] hours, and will take immediate action to contain and remediate the breach.

8. Privacy Obligations

• Option A: The Provider shall adhere to all applicable Missouri laws protecting sensitive client or customer information.
• Option B: Provider will not use any client data for purposes other than fulfilling its obligations under this contract.
• Option C: If the services relate to a regulated sector, the provider agrees to comply with all industry-specific privacy laws and regulations.

9. Confidentiality

• Option A: The Provider shall protect the Client's confidential business, technical, and client data.
• Option B:
  • The Provider shall take reasonable steps to safeguard against unauthorized disclosure.
  • Confidential information shall not be used for any purpose other than the performance of this Contract.
• Option C: This confidentiality obligation shall continue for [Number] years after the termination of this Contract, as governed by the Missouri Uniform Trade Secrets Act.

10. Service Level Agreements (SLAs)

• Option A: SLAs, including response and resolution times, are detailed in Exhibit G.
• Option B:
  • System Uptime/Availability Guarantee: [Percentage] uptime during Missouri business hours.
  • Service Credits: Service credits for SLA breaches are outlined in Exhibit H.
• Option C: Escalation procedures for unresolved IT issues are outlined in Exhibit I.

11. Support and Maintenance

• Option A: Support services will be provided during the hours of [Start Time] to [End Time], [Days of Week].
• Option B:
  • Service Level Response Targets: Response times for various severity levels are specified in Exhibit J.
  • Method of Submitting Issues: Issues must be submitted via [Method, e.g., Email, Help Desk Portal].
• Option C: Support for updates and upgrades will be provided as needed, with scheduled downtime notices provided [Number] days in advance.

12. Limitation of Liability

• Option A: The Provider's liability under this Contract shall be limited to [Dollar Amount].
• Option B:
  • The Provider shall not be liable for incidental or consequential damages.
  • This limitation does not apply to negligence, willful misconduct, or breaches of confidentiality or data protection duties.
• Option C: Remedies for damages shall be limited to direct damages only, as governed by Missouri precedent.

13. Insurance

• Option A: The Provider shall maintain professional liability insurance with minimum limits of [Dollar Amount].
• Option B:
  • The Provider shall maintain technology errors & omissions insurance with minimum limits of [Dollar Amount].
  • The Provider shall maintain cyber liability insurance with minimum limits of [Dollar Amount].
• Option C: The Provider shall provide a certificate of insurance to the Client upon request, demonstrating workers' compensation coverage as required by Missouri law.

14. Subcontracting and Assignment

• Option A: The Provider may not subcontract any services without the prior written consent of the Client.
• Option B:
  • Assignment of this Contract is prohibited without the Client's written approval.
• Option C: Any subcontracting must comply with all applicable Missouri laws.

15. Changes in Scope

• Option A: Any changes in scope must be documented in a written change order signed by both parties.
• Option B: The change order shall include the impact on pricing and schedule.
• Option C: The provider will give prompt written notice of project delays.

16. Termination

• Option A: Either party may terminate this Contract for breach of a material provision upon [Number] days written notice.
• Option B:
  • The Client may terminate this Contract for convenience upon [Number] days written notice.
  • The Contract may be terminated in the event of insolvency of either party.
• Option C: Upon termination, the Provider shall return all Client data and provide reasonable transition assistance as required by Missouri law or practice.

17. Dispute Resolution

• Option A: Any disputes arising under this Contract shall be resolved through negotiation, then mediation.
• Option B: If mediation fails, the dispute shall be resolved through [Arbitration/Litigation] in [City, Missouri].
• Option C: This Contract shall be governed by the laws of the State of Missouri.

18. Compliance Representations/Warranties

• Option A: The Provider warrants that it has the legal authority to transact business in Missouri.
• Option B:
  • The Provider warrants that its services do not infringe on third-party rights.
  • The Provider warrants compliance with all applicable Missouri and federal IT, privacy, and data security regulations.
• Option C: Provider is responsible for compliance with Missouri Personal Information Protection Act.

19. Special Requirements for Public Sector IT Contracts (If Applicable)

• Option A: If the Client is a Missouri state or local agency, the Provider shall comply with all applicable compliance certifications and reporting requirements.
• Option B: This Contract is subject to the Missouri Sunshine Law (public records).
• Option C: The Provider agrees to open-book audits as required by Missouri law.

20. Force Majeure

• Option A: Neither party shall be liable for delays or failures in performance due to force majeure events, including power outages, cyber-attacks, or natural disasters.
• Option B: The affected party shall provide prompt notification of the force majeure event.
• Option C: The parties will work together to mitigate the impact of the force majeure event.

21. Audit Rights

• Option A: The Client shall have the right to audit the Provider's security controls and service quality.
• Option B: Audits shall be conducted at reasonable times and with reasonable notice.
• Option C: The client will not abuse audit rights; audits will not be conducted more than once every [number] months.

22. Records Retention

• Option A: The Provider shall retain records in compliance with Missouri statutes, particularly for sensitive or regulated data.
• Option B: The provider shall enable access to all data as required by Missouri law.
• Option C: All data shall be destroyed in a secure manner.

23. Notice

• Option A: All notices under this Contract shall be in writing and delivered by [Method, e.g., Mail, Email].
• Option B: Notices shall be effective upon receipt.
• Option C: Notices to the Provider shall be sent to [Provider Email Address] and to the Client shall be sent to [Client Email Address].

24. Representations and Warranties

• Option A: The Provider warrants that it has the authority and qualifications to perform the services under this Contract.
• Option B: The Provider warrants that the services will be performed in a professional and workmanlike manner.
• Option C: The provider represents that all products are free from malware/backdoors.

25. Background Checks

• Option A: The Provider shall conduct background checks on all employees accessing the Client's networks or sensitive systems.
• Option B: All background checks will be compliant with Missouri laws.
• Option C: The background check must include at minimum a criminal history check.

26. Severability

If any provision of this Contract is held to be invalid or unenforceable under Missouri law, the remaining provisions shall remain in full force and effect.

27. Merger/Integration Clause

This Contract constitutes the entire agreement between the parties and supersedes all prior communications and agreements.

28. Amendment

Any amendment to this Contract must be in writing and signed by both parties referencing Missouri contract formation law.

IN WITNESS WHEREOF, the parties have executed this Missouri IT Service Contract as of the date first written above.

[IT Service Provider Legal Name]

By: [Name]

Title: [Title]

[Client Legal Name]

By: [Name]

Title: [Title]