Ohio IT service contract template

Ohio IT Service Contract

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

[IT Service Provider Legal Name], a [State] [Entity Type] with its principal place of business at [IT Service Provider Business Address], Ohio Business Registration Number: [Number], hereinafter referred to as "Provider,"

and

[Client Legal Name], a [State] [Entity Type] with its principal place of business at [Client Business Address], hereinafter referred to as "Client."

Provider Contact Information:

• Name: [Provider Contact Name]
• Title: [Provider Contact Title]
• Phone: [Provider Contact Phone]
• Email: [Provider Contact Email]

Client Contact Information:

• Name: [Client Contact Name]
• Title: [Client Contact Title]
• Phone: [Client Contact Phone]
• Email: [Client Contact Email]

1. Scope of Services

The Provider will provide the following IT services to the Client, as described in detail in Exhibit A (Statement of Work) attached hereto and incorporated herein:

• Option A: Software Development
  • Description: [Software Development Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option B: System Integration
  • Description: [System Integration Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option C: IT Infrastructure Setup and Maintenance
  • Description: [Infrastructure Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option D: Network Management
  • Description: [Network Management Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option E: Cybersecurity Services
  • Description: [Cybersecurity Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option F: Cloud Services
  • Description: [Cloud Services Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option G: Technical Support (Helpdesk and On-site)
  • Description: [Technical Support Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]
• Option H: IT Consulting
  • Description: [IT Consulting Description]
  • Supported Technologies/Platforms: [List of Technologies/Platforms]

2. Service Level Agreement (SLA)

The Provider guarantees the following service levels, as detailed in Exhibit B (Service Level Agreement) attached hereto and incorporated herein:

• Option A: Response Times: [Specify Response Times]
• Option B: Resolution Times: [Specify Resolution Times]
• Option C: Uptime Guarantees: [Specify Uptime Guarantees]
• Option D: Reporting: [Specify Reporting Frequency and Format]

3. Client Responsibilities

The Client shall be responsible for the following:

• Option A: Providing access to necessary facilities and equipment.
• Option B: Providing timely feedback and approvals.
• Option C: Maintaining adequate security measures.

4. Hardware, Software, and Access Credentials

• Option A: The Client will provide the following hardware and software: [List of Hardware and Software]. Ownership remains with Client.
• Option B: The Provider will provide/license the following hardware and software: [List of Hardware and Software]. Licensing terms are detailed in Exhibit C.
  • Ownership: [Specify Ownership of Provided Hardware/Software]
  • Return/Decommissioning Procedures: [Specify Procedures]
• Option C: Access credentials will be managed as follows: [Specify Procedures for Access Credentials]

5. Project Milestones and Deliverables

Key milestones and deliverable deadlines are as follows, as detailed in Exhibit D (Project Timeline) attached hereto and incorporated herein:

• Option A: Milestone 1: [Milestone 1 Description], Deadline: [Date]
• Option B: Milestone 2: [Milestone 2 Description], Deadline: [Date]
• Option C: Deliverable 1: [Deliverable 1 Description], Deadline: [Date]
  • Acceptance Criteria: [List Acceptance Criteria]

6. Onsite vs. Remote Service Provision

• Option A: Services will be provided primarily on-site at [Client Location].
  • Requirements: [List Requirements for On-site Services]
• Option B: Services will be provided primarily remotely.
  • Requirements: [List Requirements for Remote Access, VPN, Secure Connections, compliant with Ohio data security statutes]

7. Travel and Expenses

Travel expenses will be reimbursed as follows: [Specify Reimbursement Policy, compliant with Ohio tax and business deduction rules]

8. Service Fees and Payment

• Option A: Hourly Rate: [Hourly Rate]
• Option B: Fixed Fee: [Fixed Fee]
• Option C: Retainer-Based Pricing: [Retainer Amount and Schedule]

Payment Schedule: [Specify Payment Schedule]

Invoicing Format: [Specify Invoicing Format, including Ohio sales/use tax disclosures where applicable]

Late Payment Penalties: [Specify Late Payment Penalties, according to Ohio usury and contract law]

Dispute of Invoices: [Specify Process for Disputing Invoices]

9. Intellectual Property

• Option A: Client shall own all intellectual property rights in custom-developed software, code, documents, and systems created under this Agreement upon full payment, subject to Ohio Uniform Trade Secrets Act protection.
  • Provider's Rights: Provider retains the right to reuse know-how, but not the specific deliverables.
• Option B: Provider retains ownership of intellectual property rights in software, code, documents, and systems, granting Client a perpetual, non-exclusive license.

Open-Source/Third-Party Tools: [Specify Limitations on Open-Source or Third-Party Tools Used]

10. Data Security and Protection

The Provider shall comply with the Ohio Data Protection Act and all applicable federal laws (e.g., FERPA, HIPAA, GLBA) regarding the security and protection of Client data, especially personally identifiable information.

• Encryption: [Specify Encryption Methods]
• Access Controls: [Specify Access Control Procedures]
• Logging: [Specify Logging Procedures]
• Incident Reporting: [Specify Incident Reporting Processes and Notification Requirements for Data Breaches]

11. Confidentiality

The Provider shall maintain the confidentiality of all proprietary, technical, commercial, and customer information learned in association with this project.

• Period of Confidentiality: [Specify Period of Confidentiality]
• Post-Contractual Survivability: [Specify Post-Contractual Obligations]
• Injunctive Relief: Client shall be entitled to injunctive relief for threatened trade secret misappropriation per Ohio law.

12. Representations and Warranties

The Provider represents and warrants that:

• Option A: Provider personnel have appropriate qualifications and authorizations to deliver IT services in Ohio.
• Option B: All third-party intellectual property rights are respected.
• Option C: Services will not infringe Ohio or federal law.
• Option D: Systems delivered do not contain undisclosed vulnerabilities or malware.

13. Insurance

The Provider shall maintain the following insurance coverage, aligned with Ohio insurance regulations:

• Professional Liability (Errors and Omissions): [Minimum Coverage Amount]
• Cyber Liability: [Minimum Coverage Amount]
• General Liability: [Minimum Coverage Amount]

Proof of coverage must be provided to the Client, and the Client must be notified of any material changes.

14. Performance Guarantees (SLA)

Service uptime, response, and fix guarantees are detailed in Exhibit B (Service Level Agreement).

• Remedies for SLA Breaches: [Specify Service Credits or Penalties]
• Reporting and Escalation Procedures: [Specify Procedures]

15. Quality Assurance and Post-Delivery Support

• Option A: Free maintenance/support window: [Specify Time Period]

Defect Remediation: [Specify Procedures]

Patch Update Policies: [Specify Policies]

Exclusions: [Specify Exclusions for Client-Induced Defects]

Ongoing Support Renewal/Amendment: [Specify Procedures]

16. Force Majeure

Force majeure events and their handling are defined as follows, tailored for Ohio law: [Define Force Majeure Events, Notice Requirements, and Remedies if Service Disruption Occurs]

17. Contract Modification

Change orders and pricing adjustments require written amendments and approval workflows, identifying Ohio’s requirements for written amendments and electronic signatures.

18. Termination

Termination rights are as follows:

• Termination for Material Breach: [Specify Conditions]
• At-Will Termination: [Specify Notice Period, as permitted under Ohio law]
• Obligations on Wind-Down: [Specify Client Data Return or Deletion, Payment Settlement]

19. Liability

Liability for breach, including failure to deliver conforming services, non-performance, information security violations, or unauthorized data disclosure, is as follows:

• Remedies: Re-performance, liquidated damages, or actual damages.
• Indemnification: Indemnification for third-party claims consistent with Ohio indemnity law.

20. Limitation of Liability

Limitations of liability (including for consequential, special, or indirect damages) are as follows, with exceptions for data breaches, willful misconduct, or gross negligence, adapting enforceability to Ohio law’s requirements: [Specify Limitations]

21. Non-Solicitation and Non-Competition

Non-solicitation and non-competition terms (if included) are specifically tailored to what is enforceable under Ohio law, considering reasonableness in scope, duration, and geographic limitations: [Specify Terms]

22. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The venue for any disputes shall be [County Name] County, Ohio.

Pre-suit Negotiation, Ohio-based Mediation or Arbitration are required.

23. Compliance

The Provider shall comply with all relevant Ohio state and federal regulatory, environmental, and labor laws implicated by IT activities.

Required Certifications: [List Required Certifications, such as CMMC]

24. Record Keeping and Audit

Procedures for record keeping, audit rights by the Client, and rights for Ohio state or federal audits (if public funds or regulated data are involved) are as follows: [Specify Procedures]

25. Assignment and Subcontracting

Assignment and subcontracting restrictions prohibit delegation without Client’s advance written approval, except for named sub-vendors, with Ohio legal compliance.

26. Third-Party Software/Licenses

Client obligations to accept relevant EULAs in compliance with Ohio’s contract rules are as follows: [Specify Procedures]

27. Notification of Material Events

The Provider shall provide ongoing notification of material events such as cyber incidents, business continuity events, material changes in Provider organization, or regulatory investigations affecting the Agreement.

28. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof, as required to avoid unenforceable oral modifications under Ohio contract law.

29. Severability, Waiver, Interpretation, and Notice

Severability, waiver, interpretation rules, and address notice methods (including acceptance of electronic notices as valid under Ohio’s Uniform Electronic Transactions Act) are as follows: [Specify Provisions]

30. Plain Language

All provisions are drafted in plain language wherever possible to comply with Ohio’s consumer protection laws if the Client is an individual or small business.

31. Periodic Review

The parties agree to periodically review and adjust contract terms to address changing technology, regulatory, or business needs specific to the Ohio IT environment.

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

[IT Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]