New Jersey IT service contract template

New Jersey IT Service Contract

This New Jersey Information Technology (IT) Service Contract (the “Agreement”) is made and entered into as of this [Date], by and between:

• [IT Service Provider Name], a [State of Incorporation] [Entity Type] with its principal place of business at [IT Service Provider Address] (“Provider”), and
• [Client Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Client Address] (“Client”).

1. Service Scope and Description

• Option A: Managed IT Support
  • Provider will provide comprehensive managed IT support services, including helpdesk support, network monitoring, server maintenance, and security updates, as detailed in [Exhibit A – Managed IT Support Details]. Measurable deliverables include [Specific Deliverables, e.g., average response time of 15 minutes, monthly uptime of 99.9%]. Technical standards adhere to [Industry Standards, e.g., NIST Cybersecurity Framework]. Acceptance criteria for service delivery are [Acceptance Criteria, e.g., Client satisfaction surveys, performance metrics].
• Option B: Network Administration
  • Provider will provide network administration services, including network design, implementation, maintenance, and security, as detailed in [Exhibit B – Network Administration Details]. Measurable deliverables include [Specific Deliverables, e.g., network performance improvements, reduced network downtime]. Technical standards adhere to [Industry Standards, e.g., IEEE standards]. Acceptance criteria for service delivery are [Acceptance Criteria, e.g., network stability, security audits].
• Option C: Cybersecurity Services
  • Provider will provide cybersecurity services, including vulnerability assessments, penetration testing, security monitoring, and incident response, as detailed in [Exhibit C – Cybersecurity Details]. Measurable deliverables include [Specific Deliverables, e.g., vulnerability scan reports, incident response plans]. Technical standards adhere to [Industry Standards, e.g., CIS benchmarks, SOC 2]. Acceptance criteria for service delivery are [Acceptance Criteria, e.g., reduced security risks, compliance with regulations].

2. Service Level Agreements (SLAs)

• Option A: Response and Resolution Times
  • For critical incidents, Provider will respond within [Response Time] and resolve within [Resolution Time]. For high-priority incidents, Provider will respond within [Response Time] and resolve within [Resolution Time]. Escalation procedures are detailed in [Exhibit D – Escalation Procedures].
• Option B: Uptime Guarantee
  • Provider guarantees [Uptime Percentage] uptime for hosted or managed systems. In the event of downtime exceeding [Downtime Threshold], Client will receive a credit of [Credit Percentage] on their next invoice.
• Option C: Performance Metrics
  • Provider will maintain service performance metrics as defined in [Exhibit E - Performance Metrics]. Failure to meet agreed upon performance metrics will result in [Consequences of failure, e.g., service credits, remediation plan].

3. Project Management Methodology

• Option A: Agile
  • For software development projects, Provider will use an Agile methodology, with project phases including [Project Phases, e.g., sprint planning, daily stand-ups, sprint reviews]. Reporting obligations include [Reporting Frequency, e.g., bi-weekly sprint reports]. Milestone sign-offs are required at the end of each sprint. Client approval is required for [Approval Requirements, e.g., user stories, sprint goals].
• Option B: Waterfall
  • For implementation projects, Provider will use a Waterfall methodology, with project phases including [Project Phases, e.g., requirements gathering, design, implementation, testing]. Reporting obligations include [Reporting Frequency, e.g., monthly project reports]. Milestone sign-offs are required at the end of each phase. Client approval is required for [Approval Requirements, e.g., design documents, test plans].

4. Client Responsibilities

Client is responsible for providing timely credentials, access to systems, necessary equipment, decision-making, and required third-party software licenses. Client must also provide [Specific Responsibilities, e.g., a designated point of contact, timely feedback on deliverables].

5. On-Site and Remote Work

Provider will perform services both on-site at [Client Location] and remotely. Physical and network access policies are outlined in [Exhibit F – Access Policies]. Travel, lodging, and expense reimbursement terms will be in accordance with [Reimbursement Terms, e.g., Client's travel policy] and applicable New Jersey regulations.

6. Payment Terms

• Option A: Fixed-Fee
  • Client will pay Provider a fixed fee of [Fixed Fee Amount] for the services outlined in this Agreement, payable [Payment Schedule].
• Option B: Time-and-Materials
  • Client will pay Provider at an hourly rate of [Hourly Rate] for services rendered, plus reimbursement for materials. Estimated total cost is [Estimated Total Cost].
• Option C: Retainer-Based
  • Client will pay Provider a monthly retainer of [Retainer Amount] for a set number of hours per month, as defined in [Exhibit G – Retainer Details]. Additional hours will be billed at [Overtime Hourly Rate].

Hourly rates for emergency or additional support are [Emergency Hourly Rate]. Approved invoicing procedures are [Invoicing Procedures, e.g., electronic invoicing, monthly statements]. Applicable New Jersey sales taxes will be added to invoices. Late payment interest will accrue at a rate of [Late Payment Interest Rate] per month. Fees for returned payments are [Returned Payment Fee].

7. Change Management

Any scope modifications must be documented in writing and approved by both parties. Pricing adjustments will be determined based on the scope change. The change management process is detailed in [Exhibit H – Change Management Process].

8. Data Protection and Cybersecurity

Provider will comply with all relevant New Jersey state laws and industry standards, including the New Jersey Identity Theft Prevention Act, NIST, HIPAA (if applicable), and GLBA (if applicable). Provider will notify Client of any security breach within [Notification Timeframe] as required by New Jersey law. Incident reporting procedures are detailed in [Exhibit I – Incident Response Plan].

9. Data Ownership

Client owns all data generated or stored as a result of services provided under this Agreement. Upon termination of this Agreement, Provider will return or delete Client data as instructed by Client. Provider's permissible access to Client data is limited to [Permissible Access, e.g., only for service delivery purposes].

10. Intellectual Property

• Option A: Work-for-Hire
  • All custom software, scripts, and documentation created by Provider under this Agreement are considered work-for-hire and owned by Client.
• Option B: License
  • Provider retains ownership of custom software, scripts, and documentation but grants Client a [License Type] license to use the work product.

Provider may use work product in its portfolio only with Client's written consent.

11. Confidentiality

Both parties agree to hold each other's confidential information in strict confidence. Non-disclosure obligations apply to staff, subcontractors, and affiliates. This confidentiality clause survives termination of this Agreement for a period of [Survival Period].

12. Business Continuity and Disaster Recovery

• Option A: Included
  • Provider will provide business continuity and disaster recovery planning services as detailed in [Exhibit J – Disaster Recovery Plan].
• Option B: Not Included
  • Business continuity and disaster recovery planning services are not included in this Agreement.

13. Third-Party Licenses

Provider is responsible for acquiring and maintaining compliant licenses for all third-party software, hardware, or cloud platforms used in providing services. Client is responsible for any consequences of license misuse.

14. Personnel Policies

Provider will conduct background checks on personnel who will access Client systems or data. Provider will comply with all applicable New Jersey employment laws. Subcontractor approval procedures are detailed in [Exhibit K – Subcontractor Policy].

15. Termination

This Agreement may be terminated by either party for material breach with [Cure Period] days written notice. Either party may terminate for convenience with [Notice Period] written notice. Automatic termination occurs upon insolvency in compliance with New Jersey law. Client will pay for all completed and in-process services upon termination.

16. Indemnification

Provider will indemnify Client against third-party claims arising from Provider's negligence, data breaches, or intellectual property infringement. Client will indemnify Provider against claims arising from misuse of the services by the Client.

17. Limitation of Liability

Provider's and Client's liability is limited to [Liability Cap]. Neither party is liable for consequential damages. These limitations are enforceable under New Jersey law.

18. Non-Solicitation and Non-Competition

Non-solicitation and non-competition provisions for key personnel are limited to [Restricted Period] and [Restricted Area], compliant with New Jersey law.

19. Compliance with Laws

Provider will comply with all applicable federal and New Jersey-specific data privacy, cybersecurity, consumer protection, and anti-discrimination statutes, including the New Jersey Consumer Fraud Act.

20. Force Majeure

Neither party is liable for delays or failures due to force majeure events, including New Jersey-specific natural disasters. Service resumption procedures are detailed in [Exhibit L – Force Majeure Procedures].

21. Dispute Resolution

Disputes will be resolved through negotiation, followed by mediation or arbitration in [County Name], New Jersey. Exclusive jurisdiction and venue are in [County Name], New Jersey. This Agreement is governed by New Jersey law.

22. Insurance

Provider will maintain minimum insurance levels for professional liability ([Amount]), cyber liability ([Amount]), business interruption ([Amount]), and workers’ compensation, in accordance with New Jersey statutes.

23. Audit Rights

Client has the right to audit Provider's compliance with service standards, data security, and invoice accuracy with [Notice Period] advance notice at reasonable times.

24. Business Registration

Provider represents that it is duly registered or licensed to conduct business in the State of New Jersey.

25. Notice

All notices must be in writing and sent by [Notice Methods, e.g., email, certified mail] to the addresses listed above.

26. Miscellaneous

This Agreement constitutes the entire agreement between the parties. Any waiver must be in writing and signed by authorized representatives. If any provision of this agreement is deemed unenforceable, the remaining provisions will remain in effect (severability).

27. Warranties

Provider warrants that the services will be performed in a professional manner and in accordance with industry standards. Provider warrants that the work product will be free from malware. These warranties are limited to [Warranty Period].

28. Maintenance, Updates, and Support

Post-deployment support will be provided for [Support Period]. Scheduled maintenance windows are [Maintenance Schedule]. Update delivery deadlines are [Update Delivery Deadlines]. Ticketing procedures are detailed in [Exhibit M – Ticketing Procedures].

29. Assignment

Neither party may assign this Agreement without the written consent of the other party, except as permitted by New Jersey law.

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

[IT Service Provider Name]

By: [Name]

Title: [Title]

[Client Name]

By: [Name]

Title: [Title]