North Dakota IT service contract template

North Dakota IT Service Contract

This North Dakota IT Service Contract (the “Agreement”) is made and entered into as of [Date] by and between:

• [Service Provider Legal Name], a [State] [Business Entity Type, e.g., Limited Liability Company] with its principal place of business at [Service Provider Address], hereinafter referred to as “Service Provider,”
• and
• [Client Legal Name], a [State] [Business Entity Type, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as “Client.”

1. Scope of Services

• Option A: General IT Services
  • The Service Provider shall provide the following IT services to the Client: [Detailed Description of General IT Services].
• Option B: Specific Project
  • The Service Provider shall provide IT services for the following project: [Project Name], as detailed in the attached Statement of Work (SOW), Exhibit A.

2. Deliverables and Specifications

• Option A: Defined Deliverables
  • The Service Provider shall deliver the following: [List of Specific Deliverables, e.g., Software Code, Documentation, Hardware]. These deliverables must meet the following specifications: [Detailed Technical Specifications, Quality Standards, and Security Protocols, e.g., NIST Compliance].
• Option B: Ongoing Services
  • The Service Provider shall maintain the following service levels: [Detailed Description of Service Level Agreements (SLAs), e.g., Uptime, Response Time] with associated remedies for failure to meet the SLAs.

3. Support and Maintenance

• Option A: Standard Support
  • The Service Provider shall provide support services as follows: [Description of Support Services, Response and Resolution Timeframes, Escalation Hierarchy].
• Option B: Enhanced Support
  • The Service Provider shall provide enhanced support services as detailed in Exhibit B.

4. Client Obligations

• Option A: General Cooperation
  • The Client shall provide the Service Provider with: [List of Client Obligations, e.g., Access to Systems, Provision of Licenses, Timely Decision-Making].
• Option B: Specific Responsibilities
  • The Client shall be responsible for the following: [Detailed List of Client Responsibilities and Response Deadlines].

5. Location of Service Performance

• Option A: Remote Services
  • The Service Provider shall perform the services remotely.
• Option B: On-Site Services
  • The Service Provider shall perform the services on-site at [Client Location]. Personnel access and security clearance requirements are as follows: [Details of Access Requirements and Security Clearances, including Compliance with N.D.C.C. § 12.1-11].

6. Compensation

• Option A: Fixed Price
  • The total price for the services is [Dollar Amount]. Payment shall be made according to the following schedule: [Payment Schedule].
• Option B: Time and Materials
  • The Service Provider shall be compensated at the following rates: [Hourly/Daily/Retainer Rates]. Travel reimbursement shall be subject to North Dakota state per diem rates. Applicable North Dakota sales or use taxes will be added as required by N.D.C.C. Title 57.

7. Payment Terms

• Option A: Standard Terms
  • The Client shall submit payments within [Number] days of invoice receipt. The invoice submission process is as follows: [Invoice Submission Process]. Late payments will be subject to a late fee of [Percentage] per month, in accordance with North Dakota's Prompt Payment Act (N.D.C.C. § 54-44.4-03).
• Option B: Milestone Payments
  • Payment will be made upon completion of the following milestones: [List of Milestones and Payment Amounts].

8. Intellectual Property

• Option A: Client Ownership
  • All intellectual property developed under this Agreement shall be owned by the Client. The Service Provider grants the Client a perpetual, irrevocable license to use, modify, and sublicense the deliverables.
• Option B: Service Provider Ownership
  • The Service Provider shall retain ownership of all intellectual property. The Client is granted a license to use the deliverables as follows: [Description of License Terms]. Source code escrow is required/not required.

9. Confidentiality

• Option A: Mutual Confidentiality
  • Both parties agree to maintain the confidentiality of each other's confidential information, in accordance with North Dakota trade secret law (N.D.C.C. § 47-25.1).
• Option B: Client Confidentiality
  • The Service Provider agrees to maintain the confidentiality of the Client’s confidential information.

10. Data Protection

• Option A: Compliance with Laws
  • The Service Provider shall comply with all applicable data protection laws, including state and federal data breach notification statutes, including duty to notify per N.D.C.C. § 51-30-03, when handling personal information of North Dakota residents.
• Option B: Specific Requirements
  • The Service Provider shall adhere to the following specific data protection requirements: [Detailed Data Protection Requirements].

11. Insurance

• Option A: Standard Coverage
  • The Service Provider shall maintain the following insurance coverage: professional liability, cyber liability, workers compensation, and general liability, with minimum limits of [Dollar Amount].
• Option B: Client Specified Coverage
  • The Service Provider must have the following insurance coverage: [List Specific Types and Minimum Limits]. Certificates of insurance must be provided to the client.

12. Compliance

• Option A: General Compliance
  • The Service Provider shall comply with all applicable regulatory and industry compliance standards.
• Option B: Specific Compliance
  • The Service Provider must comply with the following specifically applicable regulatory and industry compliance standards including, but not limited to: [Detailed regulatory and industry compliance standards specific to North Dakota].

13. Quality Assurance and Warranty

• Option A: Standard Warranty
  • The Service Provider warrants that the services will be performed in a professional and workmanlike manner.
• Option B: Detailed Warranty
  • The Service Provider provides the following warranties: [Detailed Warranties, Length of Post-Completion Support, and Response Times]. Exclusions to the warranty: [exclusions, e.g. misuse by client].

14. Regulatory Compliance (Government Contracts)

• Option A: Open Records Compliance
  • The Service Provider shall comply with the North Dakota Open Records Law (N.D.C.C. § 44-04-18) for government contracts.
• Option B: No Government Records Handling
  • This contract does not involve handling any North Dakota state government records.

15. Subcontractors

• Option A: No Subcontractors
  • The Service Provider shall not use any subcontractors without the prior written consent of the Client.
• Option B: Approved Subcontractors
  • The Service Provider may use the following subcontractors: [List of Approved Subcontractors].

16. Force Majeure

• Option A: Standard Force Majeure
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event.
• Option B: Detailed Force Majeure
  • Force majeure events include: [Examples: cyberattacks, widespread internet outages].

17. Amendment

• Option A: Written Amendment
  • This Agreement may be amended only by a written instrument signed by both parties.
• Option B: Electronic Amendment
  • This Agreement may be amended electronically, in compliance with the North Dakota UETA.

18. Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Months/Years].
• Option B: Termination
  • Either party may terminate this Agreement upon [Number] days written notice. The client may terminate the agreement immediately if [Reason for Immediate Termination].

19. Breach and Indemnification

• Option A: Standard Indemnification
  • Each party shall indemnify and hold harmless the other party from any claims arising out of its breach of this Agreement.
• Option B: Detailed Indemnification
  • [Detailed breach and indemnification responsibilities].

20. Dispute Resolution

• Option A: Mediation and Arbitration
  • Any disputes arising out of this Agreement shall be resolved through mediation and, if mediation fails, through binding arbitration in accordance with the North Dakota Uniform Arbitration Act, N.D.C.C. Chapter 32-29.3.
• Option B: Litigation
  • Any disputes arising out of this Agreement shall be resolved in the state or federal courts located in [County, North Dakota].

21. Representations and Warranties

• Option A: Mutual Representations
  • Each party represents and warrants that it has the authority to enter into this Agreement.
• Option B: Detailed Representations
  • Each party represents and warrants [Examples: Authority to Sign, Non-Infringement, Regulatory Compliance].

22. Miscellaneous

• List of miscellaneous clauses:
  • Assignment: This Agreement may not be assigned without the prior written consent of the other party.
  • Notice: All notices shall be delivered to the addresses set forth above.
  • Severability: If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.
  • Entire Agreement: This Agreement constitutes the entire agreement between the parties.
  • Waiver: No waiver of any provision of this Agreement shall be effective unless in writing.

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

[Service Provider Legal Name]

By: [Service Provider Authorized Signatory Name]

Title: [Service Provider Authorized Signatory Title]

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]