New York IT service contract template

New York IT Service Contract

This New York IT Service Contract (the "Agreement") is made and entered into as of [Date], by and between [IT Service Provider Legal Name], a [State of Incorporation/Registration] [Entity Type, e.g., corporation, LLC] with a principal place of business at [IT Service Provider Business Address] ("Provider"), and [Client Legal Name], a [State of Incorporation/Registration] [Entity Type, e.g., corporation, LLC] with a principal place of business at [Client Business Address] ("Client").

1. Scope of Services

Option A: The Provider shall provide the following IT services to the Client as detailed in Exhibit A (Statement of Work): [Description of IT Services, e.g., software development, cybersecurity services, cloud management, network installation/maintenance, helpdesk support, data migration, systems integration, IT consulting, ongoing managed services].

Option B: The Provider shall provide IT services to the Client as needed on a time-and-materials basis, as described in Exhibit B (Service Order Process).

Deliverables: [List of deliverables]

Technologies: [List of technologies, e.g., programming languages, platforms, software versions]

Industry Standards: [List of applicable industry standards, e.g., NIST, ISO, SOC 2]

Performance Benchmarks: [List of performance benchmarks]

2. Project Management

Option A: The project will be managed using the [Agile/Waterfall/Other] methodology.

Milestones: [List of milestones]

Acceptance Criteria: [List of acceptance criteria]

Documentation Deliverables: [List of required documentation deliverables]

Option B: No formal project management methodology will be used.

3. Project Schedule and Location

Option A: The project schedule is detailed in Exhibit C (Project Schedule).

Option B: The estimated timeline for the services is [Timeline].

Work Locations: [On-site/Remote/Hybrid]

Background Checks: [Required/Not Required]

Security Clearances: [Required/Not Required]

Provider/Client Coordination Responsibilities: [Description of responsibilities]

4. Client Responsibilities

Client-Supplied Data: [Description of data]

Systems Access: [Description of access]

Equipment: [Description of equipment]

Cooperation Requirements: [Description of requirements]

Response Time: [Specified response time]

5. Support Levels (SLA)

Helpdesk Tiers: [Description of tiers]

Response/Resolution SLAs: [Specific SLAs]

Uptime Guarantees: [Specific uptime guarantees]

On-Call Availability: [Description of availability]

Escalation Ladders: [Description of escalation process]

Service Hours: [Service hours in Eastern Time Zone]

Holidays Recognized: [List of holidays observed in New York]

Remedies for Missed SLAs: [Description of remedies]

6. Data Security

Compliance with New York SHIELD Act and other applicable privacy laws.

Encryption Mandates: [Description of encryption requirements]

Data Handling: [Description of data handling procedures]

Storage Location: [Description of storage location requirements]

7. Incident Response and Disaster Recovery

Incident Detection: [Description of incident detection procedures]

Response: [Description of incident response procedures]

Reporting Timelines: [Specific reporting timelines]

Disaster Recovery/Business Continuity: [Description of plan]

8. Software Licensing and Intellectual Property

Authorized Use: [Description of authorized use]

Third-Party Components: [Description of third-party components]

Open-Source Compliance: [Description of compliance requirements]

IP Ownership: [Description of IP ownership - custom code v. pre-existing materials, works for hire, proprietary tools]

9. Data Ownership and Retention

Data Ownership: [Specify data ownership]

Access: [Description of access policies]

Backup: [Description of backup procedures]

Retention Periods: [Specific retention periods]

Destruction Protocols: [Description of destruction protocols]

10. Pricing and Payment Terms

Option A: Fixed Price: The total fixed price for the services is [Amount].

Option B: Time and Materials: The hourly rate is [Amount], plus reimbursement for reasonable expenses.

Option C: Milestone-Based: Payments will be made upon completion of the following milestones: [List of milestones and associated payments].

Billing Frequency: [Billing frequency, e.g., monthly, quarterly]

Payment Methods: [Accepted payment methods]

Sales/Use Taxes: [Specify applicable New York sales/use taxes]

11. Price Adjustments

Procedures for price adjustments due to scope changes or unforeseen technical barriers.

Mandatory written change orders and consent.

12. Subcontractors

Option A: The Provider may use subcontractors with Client's prior written consent.

Option B: The Provider shall not use any subcontractors without Client's prior written consent.

Provider liability for subcontractor performance.

Subcontractor compliance with New York employment, insurance, and licensing rules.

13. Insurance

Commercial General Liability: [Minimum coverage amount]

Professional/Technology Errors and Omissions: [Minimum coverage amount]

Cyber Liability: [Minimum coverage amount]

14. Confidentiality

Nondisclosure agreement covering both technical and business information.

Special consideration for client/customer data and compliance with the SHIELD Act.

15. Non-Solicitation and Non-Compete

Non-solicitation restrictions: [Description of restrictions]

Non-compete restrictions: [Description of restrictions, compliant with New York law]

16. Indemnification and Limitation of Liability

IP infringement indemnification.

Limitation of liability: [Specific limitations, with carve-outs for gross negligence, intentional misconduct, or breach of confidentiality]

17. Force Majeure

Definition of force majeure events.

Obligations to mitigate.

18. Termination

Termination for convenience: [Notice period]

Termination for breach: [Notice period and cure period]

Termination for material delay: [Notice period]

Termination for chronic SLA failure: [Notice period]

Termination for insolvency: [Immediate/Notice period]

19. Transition Assistance

Cooperation with successor service providers.

Data handover procedures.

20. Dispute Resolution

Good-faith negotiation required.

Mediation/Arbitration: [Location, e.g., New York City]

Governing Law and Forum: New York State law and courts.

21. Compliance with Laws

Compliance with all applicable federal, state, and local laws, including the SHIELD Act.

22. Records Retention and Audit Rights

Client audit rights.

Records Retention policies: [Length of Time]

23. Industry-Specific Compliance

DFS cybersecurity regulations (if applicable).

FERPA (if applicable).

24. Reporting and Review

Regular reporting metrics: [List metrics]

Review meetings: [Frequency and Location]

25. Training and Documentation

User Training: [Description of Training]

Knowledge Transfer: [Description of process]

Documentation Sessions: [Description of content]

26. Acceptable Use and Return of Assets

Acceptable use of equipment.

Remote access protocols.

Return of client assets.

27. Amendment and Assignment

Amendment Procedures: Only by written agreement.

Assignment Rights: [Description of rights]

28. Entire Agreement and Severability

This Agreement constitutes the entire agreement between the parties.

Severability: Unenforceable provisions will be severable.

29. Notices

Written notices by registered mail or recognized digital signature platforms.

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

[IT Service Provider Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Client Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]