North Carolina IT service contract template

North Carolina IT Service Agreement

This North Carolina IT Service Agreement ("Agreement") is made and entered into as of [Date of Execution] by and between:

• [IT Service Provider Legal Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [IT Service Provider Address], and contact details as follows: Phone: [IT Service Provider Phone], Email: [IT Service Provider Email] (hereinafter referred to as "Provider"), and if the Provider is based outside of North Carolina, its registered agent in North Carolina is: [Registered Agent Name] residing at [Registered Agent Address].
• [Client Legal Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Client Address], and contact details as follows: Phone: [Client Phone], Email: [Client Email] (hereinafter referred to as "Client").

1. Scope of Services

• Option A: The Provider shall provide the following IT services to the Client as described in [Exhibit A: Scope of Work]:
  • System Integration
  • Software Development
  • Application Support
  • Help Desk Services
  • Cybersecurity Services
  • Cloud Implementation
  • System Administration
  • Network Management
  • Hardware Maintenance
  • User Training
  • Technology Consulting
  • Data Migration
  • Disaster Recovery Planning
• Option B: The Provider shall provide IT services to the Client on an as-needed basis, as mutually agreed upon in writing, and detailed in individual Statements of Work (SOWs).

2. North Carolina Regulatory and Licensing Requirements

• Option A: The Provider warrants that it is duly registered and licensed to conduct business in the State of North Carolina, holding all necessary permits and licenses required for the provision of IT services. Registration details are as follows: [NC Business Registration Number].
• Option B: The Provider shall notify the Client immediately if its registration or licensing status changes during the term of this Agreement.
• The Provider shall disclose to the Client in writing if any subcontractors will be used to perform services under this agreement, in compliance with North Carolina law. The disclosure must include the subcontractor’s legal name, contact information, and a description of the services to be performed by the subcontractor.

3. Deliverable Specifications and Service Level Agreements (SLAs)

• Option A: The Provider shall adhere to the SLAs as defined in [Exhibit B: Service Level Agreement]. These SLAs include, but are not limited to:
  • Response Times: [Specify Response Time]
  • Issue Prioritization: [Specify Issue Prioritization Process]
  • Escalation Procedures: [Specify Escalation Procedures]
  • Support Hours: [Specify NC Local Business Hours]
  • Preventive Maintenance Schedules: [Specify Maintenance Schedule]
  • Security Patch/Update Timelines: [Specify Update Timelines]
  • Performance Standards: [Specify Performance Standards relevant to Client's Industry, e.g., PCI DSS, HIPAA, FERPA Compliance]
• Option B: Performance standards will be defined in each individual SOW.

4. Responsibilities of the Parties

• Client Responsibilities:
  • Providing access to necessary systems and data.
  • Providing timely feedback and approvals.
  • Designating a primary point of contact: [Client Point of Contact Name], [Client Point of Contact Title], [Client Point of Contact Email], [Client Point of Contact Phone].
• Provider Responsibilities:
  • Compliance with the North Carolina Identity Theft Protection Act. Provider shall implement and maintain reasonable security measures to protect personal information.
  • Developing and implementing a data breach response plan.
  • Providing prompt notification to Client of any security breaches.

5. Work Location

• Option A: Services will be performed remotely.
• Option B: Services will be performed on Client premises at [Client Address].
  • Client will provide necessary onsite access and security clearances.
  • Provider shall comply with all Client site security policies.
• Option C: Services will be performed in a hybrid model as defined in [Exhibit C: Work Location Details].
• Provider shall maintain workers’ compensation and liability insurance in compliance with North Carolina law.

6. Fees and Payment Terms

• Option A: Project-based billing as described in [Exhibit D: Fee Schedule]. Total project cost: [Total Project Cost].
• Option B: Retainer-based billing at a rate of [Retainer Amount] per [Frequency, e.g., month].
• Option C: Hourly billing at a rate of [Hourly Rate] per hour.
• Payment Schedule: [Specify Payment Schedule, e.g., Net 30 days from invoice date].
• Invoicing Procedures: Invoices will be submitted [Specify Invoice Delivery Method, e.g., electronically to Client email].
• Sales Tax: All applicable North Carolina sales taxes will be added to invoices.
• Reimbursable Expenses: [Specify Reimbursable Expenses, e.g., travel, lodging] will be reimbursed at actual cost with prior written approval from Client.
• Late Payment Interest: Late payments will accrue interest at a rate of [Interest Rate]% per month, or the maximum rate permitted by North Carolina law, whichever is lower.
• Price Adjustments: Provider may adjust pricing upon [Number] days written notice to Client.

7. Intellectual Property Ownership

• Option A: All intellectual property rights in custom software, deliverables, and developed materials created by Provider under this Agreement shall be owned by the Client upon full payment of all fees. This includes all rights under the North Carolina Uniform Trade Secrets Act.
• Option B: Provider retains ownership of all intellectual property rights in pre-existing software and tools used in the performance of services.
• Client is granted a non-exclusive license to use Provider’s pre-existing intellectual property for the purpose of utilizing the deliverables created under this Agreement.
• Provider shall not disclose or use Client’s confidential information or trade secrets.

8. Data Protection and Confidentiality

• Provider shall comply with all applicable North Carolina data privacy laws and regulations.
• Provider shall safeguard all personally identifiable information (PII) of Client’s customers and employees.
• Data Usage: Provider shall only use Client’s data for the purpose of performing services under this Agreement.
• Confidentiality: Provider shall ensure that its employees and subcontractors maintain the confidentiality of Client’s data.
• Duration of Confidentiality: The obligations of confidentiality under this Agreement shall survive termination for a period of [Number] years.
• Security Breach Reporting: Provider shall promptly notify Client of any security breach that compromises Client’s data.
• Provider shall cooperate with Client in complying with applicable data privacy regulations.

9. Records Retention and Audit Rights

• Provider shall maintain records relating to the services provided under this Agreement for a period of [Number] years, in accordance with applicable North Carolina records retention statutes.
• Client shall have the right to audit Provider’s records to ensure compliance with this Agreement.
• The audit shall be conducted at Client’s expense.

10. Warranties

• Provider warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner.
• Provider warrants that the software delivered will be free from viruses and malware.
• Provider warrants that the services will comply with all applicable laws and regulations.
• Provider warrants that the services will comply with industry standards.
• Remedies for Non-Conforming Services: If the services do not conform to the warranties provided, Provider will, at its option, re-perform the services or refund the fees paid for the non-conforming services.

11. Limitation of Liability

• Provider's liability for any damages arising out of this Agreement shall be limited to the amount of fees paid by Client to Provider under this Agreement.
• Provider shall not be liable for any consequential, incidental, indirect, or special damages. However, this limitation does not apply to liability arising from Provider's gross negligence or willful misconduct, as required by North Carolina law.
• Maximum Damages: In no event shall Provider’s total liability exceed [Dollar Amount].

12. Vendor Insurance Requirements

• Provider shall maintain the following insurance coverage:
  • General Liability Insurance: [Coverage Amount]
  • Professional Liability (Technology E&O) Insurance: [Coverage Amount]
  • Cyber Insurance: [Coverage Amount]
• Provider shall provide Client with certificates of insurance evidencing the required coverage. Insurance policies must meet North Carolina contract standards.

13. Service Changes and Modifications

• Any changes to the scope of services, project scope, or additional services must be approved in writing by both parties.
• Changes will be documented in a change order, which shall include a description of the changes, the timeline for implementation, and any adjustments to pricing.
• Change orders require written consent from the Client.

14. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, war, terrorism, pandemics, cyberattacks, or governmental regulations.
• The affected party shall provide prompt written notice to the other party of the force majeure event.
• The parties shall use reasonable efforts to mitigate the effects of the force majeure event.
• If the force majeure event continues for a period of [Number] days, either party may terminate this Agreement upon written notice.

15. Termination

• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice if the other party breaches a material provision of this Agreement and fails to cure such breach within the notice period.
• Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days written notice to Provider.
• Handling of Pending Invoices: Upon termination, Client shall pay all outstanding invoices for services rendered up to the date of termination.
• Data and Property Return or Deletion: Upon termination, Provider shall return or delete all Client data and property in its possession.
• Transition Services: Upon termination, Provider shall provide reasonable transition services to minimize disruption to Client’s business.

16. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of this Agreement through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, North Carolina].
• If mediation fails, either party may initiate arbitration in [City, North Carolina] or litigation in state or federal courts located in North Carolina.
• This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

17. North Carolina Consumer Protection Laws

Provider shall comply with all applicable North Carolina consumer protection laws affecting business-to-consumer IT services, including, without limitation, providing clear and conspicuous disclosures and cancellation rights.

18. Required State Law Clauses

• No Boycott Israel Certification: Provider certifies that it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, a boycott of Israel, as defined in N.C. Gen. Stat. § 147-86.81.
• Public Records: This Agreement may be subject to the North Carolina Public Records Law if Provider is providing services to a governmental client.
• E-Procurement Standards: Provider shall comply with North Carolina’s e-procurement standards, if applicable.

19. Assignment and Subcontracting

• Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
• Provider shall only use licensed North Carolina subcontractors when required by law.

20. Prevailing Wage and Local Workforce Obligations

If serving governmental or education sector clients in North Carolina, Provider shall comply with all applicable prevailing wage and local workforce obligations.

21. Notices

All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service, to the addresses set forth in the preamble to this Agreement. Notice shall be effective upon receipt.

22. Severability

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

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. Amendment

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

25. Compliance with Laws

All contract terms are subject to amendment for compliance with updated North Carolina and federal regulations or industry standards. Provider reserves the right to update policies as required by local law changes.

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

[IT Service Provider Legal Name]

By: [IT Service Provider Authorized Signature]

Name: [IT Service Provider Authorized Name]

Title: [IT Service Provider Authorized Title]

[Client Legal Name]

By: [Client Authorized Signature]

Name: [Client Authorized Name]

Title: [Client Authorized Title]