Oklahoma IT service contract template

Oklahoma IT Service Contract

This Oklahoma IT Service Contract (the "Contract") is made and entered into as of [Date] 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], hereinafter referred to as "Provider,"
Contact Person: [IT Service Provider Contact Person] Email: [IT Service Provider Email] Phone: [IT Service Provider Phone]

and

• [Client Legal Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client."
Contact Person: [Client Contact Person] Email: [Client Email] Phone: [Client Phone]

1. Scope of Services

The Provider agrees to provide the following IT services to the Client:

• Option A: Managed IT Services. Comprehensive management of Client's IT infrastructure, including servers, networks, and workstations.
• Option B: Help Desk Support. Remote and onsite technical support to Client's employees during business hours [Hours], Central Time Zone.
• Option C: Network Administration. Monitoring and maintenance of Client's network infrastructure, including routers, switches, and firewalls.
• Option D: Cybersecurity Services. Implementation and management of security measures to protect Client's data and systems from cyber threats. Includes but not limited to firewall management, intrusion detection/prevention, vulnerability scanning, and security awareness training for staff.
• Option E: Cloud Migration and Management. Assisting with the transition to cloud-based services and ongoing management of cloud resources.
• Option F: Data Storage Solutions. Providing and managing data storage solutions, including backup and disaster recovery.
• Option G: Software Installation and Updates. Installation, configuration, and updates of software applications.
• Option H: System Monitoring. Proactive monitoring of Client's IT systems to identify and resolve issues before they impact business operations.
• Option I: Hardware Procurement and Maintenance. Assisting with the purchase and maintenance of computer hardware.
• Option J: Custom Software/Application Development. Development of custom software applications to meet Client's specific business needs.

2. Deliverables and Specifications

The Provider shall provide the following deliverables:

• Option A: Monthly performance reports summarizing system uptime, response times, and resolved issues. Reports will be delivered by the 10th of each month.
• Option B: Quarterly security assessments identifying vulnerabilities and recommending remediation measures.
• Option C: Project-based deliverables as defined in individual Statements of Work (SOWs). Each SOW will include specific technical specifications and acceptance criteria.

3. Service Location and Onsite Support

• Option A: Services will be provided remotely.
• Option B: Services will be provided onsite at the Client's principal place of business in [City, Oklahoma]. Onsite support will be provided during normal business hours [Hours], Central Time Zone.
• Option C: A combination of remote and onsite services will be provided as needed. Onsite visits will be scheduled at least [Number] days in advance, unless an emergency requires immediate attention. For onsite support, the provider will bill expenses for travel exceeding [Dollar Amount] , conforming to Oklahoma State Travel Reimbursement Act, Title 74 O.S. §500.1 et seq.

4. Client Responsibilities

The Client shall:

• Provide the Provider with access to its IT systems and facilities as reasonably required to perform the services.
• Provide the Provider with all necessary information and documentation.
• Ensure that its employees cooperate with the Provider in a timely and efficient manner.
• Comply with all security protocols and policies established by the Provider.

5. Fees and Payment

• Option A: Retainer Fee: The Client shall pay the Provider a monthly retainer fee of [Dollar Amount].
• Option B: Per-Ticket Fee: The Client shall pay the Provider a fee of [Dollar Amount] per service request resolved.
• Option C: Hourly Rate: The Client shall pay the Provider an hourly rate of [Dollar Amount] for services rendered.
• Option D: Milestone-Based Payment: For project-based work, the Client shall pay the Provider according to the following milestone schedule: [Milestone Schedule].
• Option E: Project-Based Payment: The Client shall pay the Provider a fixed fee of [Dollar Amount] for the defined project work.

Payment is due within [Number] days of the invoice date. Payments shall be made via [Payment Method]. Invoices will be sent monthly, unless otherwise agreed. All fees are subject to Oklahoma sales/use tax as applicable, in accordance with the Oklahoma Tax Commission regulations.

6. Service Level Agreement (SLA)

The Provider shall provide the services in accordance with the following service levels:

• Uptime Commitment: 99.9% uptime for all critical systems.
• Outage Notification: Notification of any outage within [Number] minutes of detection.
• Help Desk Availability: Help desk support available [Hours], Central Time Zone.
• Incident Response: Initial response to incident reports within [Number] minutes. Resolution of critical incidents within [Number] hours.
• Escalation Path:
  • Level 1: Help Desk Technician
  • Level 2: Senior IT Engineer
  • Level 3: IT Manager

7. Intellectual Property

• Option A: The Provider retains all rights, title, and interest in and to any software or code developed under this Contract. The Client is granted a non-exclusive license to use the software for its internal business purposes.
• Option B: All rights, title, and interest in and to any software or code developed under this Contract shall be owned by the Client.
• Option C: Joint ownership of all rights, title and interest in and to any software or code developed under this Contract.

Upon termination, the Provider shall deliver to the Client all Client data in a usable format within [Number] days.

8. Confidentiality and Data Protection

Both parties agree to hold each other's confidential information in confidence. The Provider shall comply with all applicable Oklahoma and federal data protection laws, including the Oklahoma Computer Crimes Act, Title 21 O.S. § 1751 et seq., and shall implement appropriate security measures to protect the Client's data. In the event of a data breach, the Provider shall notify the Client immediately and shall take all necessary steps to mitigate the damage.

9. Cybersecurity and Risk Management

The Provider shall implement and maintain reasonable security measures to protect the Client's data and systems from cyber threats. The Provider shall conduct periodic risk assessments and shall implement appropriate remediation measures. The Provider adheres to [Cybersecurity Framework, e.g., NIST, CIS].

10. Non-Solicitation and Non-Compete

During the term of this Contract and for a period of [Number] months thereafter, the Client shall not solicit or hire any employee of the Provider. During the term of this Contract, the Provider shall not provide similar IT services to any direct competitor of the Client within a [Number] mile radius of the Client's principal place of business in [City, Oklahoma]. Such restrictions are limited to the extent enforceable under Oklahoma law.

11. Warranties and Representations

The Provider warrants that:

• The services will be performed in a professional and workmanlike manner.
• The services will not infringe on the intellectual property rights of any third party.
• Its employees are properly licensed and qualified to provide the services in Oklahoma.

12. Insurance

The Provider shall maintain the following insurance coverage:

• Liability insurance with a limit of [Dollar Amount] per occurrence.
• Cyber insurance with a limit of [Dollar Amount] per occurrence.
• Workers’ compensation insurance in accordance with Oklahoma law.

The Client shall be named as an additional insured on the Provider's liability insurance policy.

13. Suspension and Force Majeure

The Provider may temporarily suspend the services in the event of a force majeure event, such as severe weather or natural disaster that commonly affects Oklahoma operations. The Provider shall notify the Client as soon as reasonably possible of any such suspension.

14. Termination

This Contract may be terminated:

• Option A: By either party upon [Number] days' written notice for convenience.
• Option B: By either party for breach of contract if the other party fails to cure the breach within [Number] days of written notice.
• Option C: By the Provider if the Client fails to pay any invoice within [Number] days of the due date.

Upon termination, the Provider shall return all Client data and property.

15. Indemnification

The Provider shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, and expenses arising out of the Provider's negligence or willful misconduct, subject to Oklahoma indemnification enforceability standards. The Client’s financial liability shall be capped at [Dollar Amount].

16. Limitation of Liability

Neither party shall be liable for any consequential or incidental damages arising out of or relating to this Contract, as allowed by Oklahoma law.

17. Dispute Resolution

Any dispute arising out of or relating to this Contract shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good-faith negotiation.
• If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation or arbitration in [City, Oklahoma].
• If mediation or arbitration is unsuccessful, the parties may pursue litigation in the state or federal courts located in Oklahoma. Oklahoma law shall govern all disputes and interpretations.

18. Anti-Fraud and Consumer Protection

The Provider shall comply with all applicable Oklahoma anti-fraud, anti-bribery, and consumer protection laws, including the Oklahoma Consumer Protection Act, Title 15 O.S. § 751 et seq.

19. Open-Source Software

If the Provider uses any open-source software in connection with the services, the Provider shall ensure that all such software is properly licensed and that the Client's use of such software is not subject to any restrictive terms under Oklahoma law.

20. Change Orders

Any changes to the scope of services must be documented in a written change order signed by both parties.

21. Statute of Limitations

Any claim for breach of this Contract must be brought within the time period specified in Oklahoma's statutes of limitations.

22. Assignment and Subcontracting

The Provider may not assign this Contract without the prior written consent of the Client, except to a wholly-owned subsidiary. Subcontracting is allowed, provided that the Provider remains fully responsible for the performance of all subcontractors and complies with Oklahoma subcontractor disclosure and liability laws.

23. Entire Agreement

This Contract constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. Severability

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

25. Waiver

No waiver of any provision of this Contract shall be effective unless in writing and signed by the party waiving the provision.

26. Notice

All notices under this Contract shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic transmission as per Oklahoma’s Uniform Electronic Transactions Act, to the addresses set forth above.

27. Adjustment for Legal Changes

The parties agree to adjust the terms of this contract as necessary to comply with future legal or regulatory changes affecting IT services in Oklahoma.

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

[IT Service Provider Legal Name]

By: [Name]

Title: [Title]

[Client Legal Name]

By: [Name]

Title: [Title]