Oregon IT service contract template

Oregon IT Service Contract

This Oregon IT Service Contract (the “Agreement”) is made and entered into as of this [Date] (the “Effective Date”), by and between:

[IT Service Provider Legal Name], a [State of Incorporation] corporation, with its principal place of business at [IT Service Provider Address] and Oregon Business Registry Number [Oregon Business Registry Number] (the “Provider”),
Represented by [Authorized Representative Name], Title: [Title], Contact Method: [Contact Method];

and

[Client Legal Name], a [State of Incorporation] corporation, with its principal place of business at [Client Address] and Oregon Business Registry Number [Oregon Business Registry Number] (the “Client”),
Represented by [Authorized Representative Name], Title: [Title], Contact Method: [Contact Method].

Scope of Services

Option A: The Provider will provide the following IT services to the Client, as described in detail in Exhibit A (the “Services”): [Description of IT Services, e.g., Software Development, System Integration, Network Management, Help Desk/Support, Cybersecurity, Cloud Services, Hardware Maintenance, Consulting].

Option B: The Provider will provide IT services to the Client as mutually agreed upon in individual Statements of Work (SOWs) executed under this Agreement. Each SOW will incorporate the terms of this Agreement and describe the specific services, deliverables, and timelines for each project.

Service Levels: The Provider will provide the Services in accordance with the service levels set forth in Exhibit B (the “Service Levels”), including response and resolution times.

Supported Technologies: The Provider will support the following technologies: [List of Supported Technologies]. The Provider warrants that the Services will be compatible with Client’s existing systems as described in Exhibit C.

Oregon Compliance: The Provider shall comply with all applicable Oregon laws, including but not limited to ORS 646A.622 (data breach notification) and ORS 646A.600-.628 (personal information protection), and the Oregon Consumer Information Protection Act.

Project Phases and Deliverables

Option A: Project phases, milestones, acceptance criteria, and delivery deadlines are defined in Exhibit D.

Option B: For projects under a SOW, project phases, milestones, acceptance criteria, and delivery deadlines will be specified in the applicable SOW.

Deliverables: All deliverables (e.g., software code, documentation, reports, licenses) will be delivered in the following formats: [Specify Formats].

User Acceptance Testing: Procedures for user acceptance testing are detailed in Exhibit E.

Oregon Consumer Rights Compliance: All software or services offered to Oregon consumers shall comply with applicable Oregon consumer rights laws.

Client Obligations

The Client shall provide the Provider with timely access to systems, facilities (physical or electronic), and necessary information.

The Client shall provide timely approvals and feedback as required for the Provider to perform the Services.

The Client shall designate a dedicated contact for issue escalation: [Client Contact Name], [Client Contact Title], [Client Contact Information].

Work Location and Modality

Option A: The Services will be performed remotely.

Option B: The Services will be performed onsite at the Client’s location at [Client Location]. The Provider shall ensure compliance with all applicable Oregon occupational health and safety laws.

Option C: The Services will be performed using a hybrid approach, with some services performed remotely and others onsite as mutually agreed upon.

Background Checks: For onsite IT staff, the Provider shall conduct background checks as required by the Client and in compliance with Oregon law.

Service Fees and Payment Terms

Option A: Fixed Fee: The total fee for the Services is [Dollar Amount].

Option B: Hourly Rate: The Provider’s hourly rate is [Dollar Amount].

Option C: Subscription: The Client will pay a monthly subscription fee of [Dollar Amount].

Payment Schedule: [Specify Payment Schedule, e.g., Staged Payments, Milestone Payments, Monthly Billing].

Invoicing: The Provider will submit invoices to the Client on a [Frequency] basis. All invoices shall comply with Oregon invoicing requirements.

Late Payment Penalties: Late payments will be subject to a penalty of [Percentage]% per month, not to exceed the maximum rate permitted by Oregon usury laws.

Taxes: All fees are exclusive of applicable taxes. Oregon does not have a sales tax.

Intellectual Property Rights

Option A: Ownership: All intellectual property rights in custom-developed software, scripts, config files, and other IT solutions created by the Provider under this Agreement shall be assigned to the Client.

Option B: License: The Provider grants the Client a [Exclusivity], [Territory], [Duration] license to use the intellectual property developed under this Agreement.

Oregon Trade Secrets Act: Both parties shall comply with the Oregon Trade Secrets Act.

Case Studies: The Provider may use anonymized outcomes of the Services for case studies and marketing purposes with the Client's prior written consent.

Data Security and Privacy

Data Processing: The Provider shall process, store, and access Client data only as necessary to perform the Services and in accordance with Exhibit F (Data Privacy Appendix).

Oregon Data Breach Notification Laws: The Provider shall comply with Oregon’s data breach notification laws, including providing prompt notification to the Client in the event of a breach, as required by ORS 646A.622. Strict response and client notification timelines are outlined in Exhibit F.

Encryption: The Provider shall use industry-standard encryption methods to protect Client data at rest and in transit.

User Rights: The Provider shall support user rights for access, correction, and deletion of personal data.

Backup and Disaster Recovery: The Provider shall maintain a backup and disaster recovery plan as described in Exhibit G.

Physical and Logical Access Controls: Implement and maintain reasonable physical and logical access controls to ensure the confidentiality, integrity and availability of information systems and Client Data.

Data Destruction: Upon termination of this Agreement, the Provider shall securely destroy or return all Client data as directed by the Client.

Confidentiality

Both parties shall protect the proprietary, technical, and customer information of the other party in accordance with Oregon law.

The Provider shall not disclose Client sensitive materials and source code to any third party.

Exceptions: [List Any Exceptions to Confidentiality].

Survival: The confidentiality obligations of this Section shall survive termination of this Agreement for a period of [Number] years.

Insurance

The Provider shall maintain professional liability insurance and cyber liability insurance with minimum coverage of [Dollar Amount].

The Provider shall provide proof of insurance to the Client upon request.

The Provider shall notify the Client of any changes to its insurance coverage.

Compliance with Laws

The Provider shall comply with all applicable Oregon laws and federal regulations affecting the IT industry, including consumer protection laws, export control laws, and accessibility standards (referencing ORS 182.150 for state contracts or ADA requirements).

Warranties

The Provider warrants that the Services will be performed in a professional and workmanlike manner.

The Provider warrants that the Services will function and perform in accordance with the agreed specifications.

The Provider warrants that the Services will be free from malicious code.

The Provider warrants that the Services will not infringe upon any third-party intellectual property rights.

The Provider warrants that the Services will comply with all applicable Oregon laws.

Warranty Period: The warranty period for detected defects is [Number] days from the date of delivery.

Exclusions: The warranty does not cover defects caused by third-party factors or Client misuse.

Support and Maintenance

Option A: Support and maintenance are included in the Service Fees.

Option B: Support and maintenance are available as an optional service for an additional fee.

Service Windows: The Provider will provide support and maintenance during the following service windows: [Specify Service Windows].

Escalation Paths: Escalation paths for support and maintenance issues are outlined in Exhibit H.

Critical Incident Response: The Provider shall respond to critical incidents as defined under Oregon’s definition of “covered information,” as outlined in Exhibit H.

Upgrade and Patch Management: The Provider shall provide upgrade and patch management services as described in Exhibit I.

SLAs: Service Levels for support and maintenance are defined in Exhibit B.

Fees for Extended Support: Fees for extended support outside of the standard service windows are [Dollar Amount] per hour.

Change Requests

All change requests must be submitted in writing to the Provider.

The Provider will evaluate the change request and provide the Client with an estimate of the incremental cost and schedule impact.

Any changes to the scope of the Services must be approved in writing by both parties.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including but not limited to wildfire, earthquake, public health emergencies, and other events beyond its reasonable control, which are risks unique to Oregon.

The affected party shall notify the other party of the force majeure event as soon as reasonably practicable.

The affected party shall use reasonable efforts to mitigate the impact of the force majeure event.

Termination

Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice. Examples of cause include material breach, data misuse, and repeated SLA failures.

Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Post-Termination Assistance: Upon termination of this Agreement, the Provider shall provide reasonable transition assistance to the Client, including handover of credentials and data return or certified erasure.

Remedies and Liability

Escalation of Breach Consequences: In the event of a breach of this Agreement, the parties agree to escalate the matter to senior management for resolution.

Limitation of Liability: To the extent permitted by Oregon law, neither party shall be liable to the other party for any indirect, incidental, or consequential damages arising out of or related to this Agreement.

Liquidated Damages: [Specify Liquidated Damages, if any]. Note: Enforceability of liquidated damages clauses is subject to Oregon contract law.

Dispute Resolution

Mandatory Negotiation: The parties agree to engage in good-faith negotiations to resolve any disputes arising out of or related to this Agreement.

Mediation: If the parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to mediation in Oregon.

Arbitration: If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in [Portland or Client County].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

Jurisdiction: The exclusive jurisdiction for any legal action arising out of or related to this Agreement shall be the state and federal courts located in Oregon.

Subcontracting

Option A: The Provider may subcontract certain aspects of the Services with the Client's prior written approval.

Option B: The Provider shall not subcontract any portion of the Services without the Client's prior written approval.

Subcontractor Compliance: The Provider shall ensure that all subcontractors comply with applicable Oregon laws.

Non-Solicitation and Non-Compete

Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, neither party shall solicit the other party’s employees.

Non-Compete: [Specify Non-Compete Provisions, if any]. Note: Non-compete agreements are subject to Oregon law and must be reasonable in scope and duration.

Attachments

Exhibit A: Scope of Services

Exhibit B: Service Level Agreement (SLA)

Exhibit C: Compatibility Details

Exhibit D: Project Phases and Deliverables

Exhibit E: User Acceptance Testing Procedures

Exhibit F: Data Privacy Appendix

Exhibit G: Backup and Disaster Recovery Plan

Exhibit H: Support and Maintenance Escalation Paths

Exhibit I: Upgrade and Patch Management

[List other exhibits or attachments]

Oregon Required Notices or Disclosures

[Include any Oregon state-required notices or disclosures]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[IT Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Title]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Title]