Pennsylvania IT service contract template

Pennsylvania IT Service Contract

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

• [Provider Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Provider Address], hereinafter referred to as "Provider," and
• [Client Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client."

WHEREAS, Provider is engaged in the business of providing IT services; and

WHEREAS, Client desires to engage Provider to provide certain IT services as described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

• Option A: Managed IT Support
  • Description: Provider will provide comprehensive managed IT support services, including but not limited to help desk support, network monitoring, and server maintenance.
• Option B: Network Monitoring
  • Description: Provider will monitor Client's network infrastructure for performance and security issues.
• Option C: Cybersecurity Protection
  • Description: Provider will implement and maintain cybersecurity measures to protect Client's data and systems, complying with Pennsylvania Breach of Personal Information Notification Act.
• Option D: Other [Description of other services]

2. Service Level Agreement (SLA)

• Option A: Uptime Guarantee
  • Description: Provider guarantees a system uptime of [Percentage]%.
• Option B: Response Time
  • Description: Provider will respond to support requests within [Timeframe].
• Option C: Resolution Time
  • Description: Provider will resolve support requests within [Timeframe].
• Option D: Reporting
  • Description: Provider will provide regular reports on service performance at [Interval].

3. Client Responsibilities

• Option A: System Access
  • Description: Client will provide Provider with necessary access to its systems and data.
• Option B: Information Sharing
  • Description: Client will provide Provider with timely and accurate information required for service delivery.
• Option C: Decision Making
  • Description: Client will make timely decisions regarding IT-related matters.
• Option D: Cooperation with Security Protocols
  • Description: Client agrees to follow Provider's security protocols and procedures.

4. Third-Party Dependencies

• Option A: Software Licensing
  • Description: Client is responsible for obtaining and maintaining necessary software licenses.
• Option B: Hardware Procurement
  • Description: Client is responsible for procuring necessary hardware.
• Option C: Compatibility Assurance
  • Description: Provider will ensure compatibility of its services with Client's existing systems.

5. Term and Termination

• Option A: Contract Term
  • Description: The term of this Agreement shall be [Number] [Months/Years], commencing on [Start Date] and ending on [End Date].
• Option B: Termination for Cause
  • Description: Either party may terminate this Agreement for cause upon [Number] days written notice.
• Option C: Termination Without Cause
  • Description: Either party may terminate this Agreement without cause upon [Number] days written notice.
• Option D: Data Return/Destruction
  • Description: Upon termination, Provider will return or destroy Client's data in accordance with Pennsylvania record retention laws.

6. Work Location

• Option A: Remote Services
  • Description: Provider will perform services remotely.
• Option B: On-Site Services
  • Description: Provider will perform services at Client's premises located in [City, PA].
• Option C: Hybrid
  • Description: Provider will perform services both remotely and on-site.
  • Details: On-site access will be [Describe on-site access details, e.g., during business hours].

7. Fees and Payment

• Option A: Hourly Rate
  • Description: Client will pay Provider an hourly rate of [Dollar Amount].
• Option B: Retainer
  • Description: Client will pay Provider a monthly retainer fee of [Dollar Amount].
• Option C: Fixed Project Fee
  • Description: Client will pay Provider a fixed fee of [Dollar Amount] for [Specific Project].
• Option D: Pennsylvania Sales Tax
  • Description: Pennsylvania sales tax will be added to all invoices where applicable.
  • Note: Consult with a Pennsylvania tax professional to determine applicability.

8. Intellectual Property

• Option A: Client Ownership
  • Description: Client shall own all intellectual property rights in custom software and documentation created under this Agreement.
• Option B: Provider Ownership
  • Description: Provider shall retain all intellectual property rights in its tools, methodologies, and pre-existing software.
• Option C: Open-Source/Licensed Third-Party Components
  • Description: All open-source and licensed third-party components shall be governed by their respective licenses.

9. Data Privacy and Cybersecurity

• Option A: Compliance with Pennsylvania Laws
  • Description: Provider will comply with the Pennsylvania Breach of Personal Information Notification Act and other applicable data privacy laws.
• Option B: Security Incident Response
  • Description: Provider will have a security incident response plan in place.
• Option C: Data Breach Notification
  • Description: Provider will notify Client of any data breach within [Timeframe].
• Option D: Encryption Standards
  • Description: Data at rest and in transit will be encrypted using [Encryption standard, e.g., AES 256].

10. Confidentiality

• Option A: Non-Disclosure
  • Description: Both parties agree to keep confidential all non-public information disclosed by the other party.
• Option B: Survival Period
  • Description: This confidentiality obligation shall survive termination of this Agreement for a period of [Number] [Months/Years] as permitted under Pennsylvania law.

11. Quality Assurance

• Option A: Testing Criteria
  • Description: Services will be tested against the following criteria: [List of criteria].
• Option B: Acceptance Procedures
  • Description: Client will have [Number] days to accept or reject the services.
• Option C: Defect Reporting
  • Description: Client will report any defects to Provider in writing.

12. Maintenance and Support

• Option A: Hours of Availability
  • Description: Support services will be available during the hours of [Start Time] to [End Time], [Days of the week], excluding Pennsylvania state holidays.
• Option B: Emergency Service Provision
  • Description: Provider will provide emergency support services [Describe emergency support details].

13. Exclusions and Limitations

• Option A: Legacy System Support
  • Description: This Agreement does not include support for legacy systems.
• Option B: End-User Training
  • Description: This Agreement does not include end-user training.

14. Risk, Liability, and Indemnification

• Option A: Liability Cap
  • Description: Provider's liability under this Agreement shall be limited to the fees paid by Client under this Agreement.
• Option B: Professional Liability Insurance
  • Description: Provider maintains professional liability (technology E&O) insurance with a minimum coverage of [Dollar Amount].
• Option C: Cyber Insurance
  • Description: Provider maintains cyber insurance with a minimum coverage of [Dollar Amount].

15. Force Majeure

• Option A: Definition
  • Description: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including, without limitation, acts of God, war, terrorism, labor disputes, and governmental orders as defined under Pennsylvania law.
• Option B: Notification
  • Description: The affected party shall notify the other party in writing within [Number] days of the occurrence of a force majeure event.

16. Vendor and Subcontractor Relationships

• Option A: Prior Written Consent
  • Description: Provider shall not subcontract any of its obligations under this Agreement without the prior written consent of Client.
• Option B: Pennsylvania Compliance
  • Description: Subcontractors must comply with Pennsylvania subcontractor registration and background check requirements where applicable.

17. Evidence Preservation and E-Discovery

• Option A: Preservation Obligations
  • Description: Provider will preserve and provide e-discovery support for any litigation or regulatory investigations involving Client, as required by Pennsylvania courts and discovery rules.

18. Amendments

• Option A: Written Addenda
  • Description: Any amendment or modification to this Agreement must be in writing and signed by both parties in accordance with the Pennsylvania Uniform Electronic Transactions Act (UETA).

19. Governing Law and Dispute Resolution

• Option A: Governing Law
  • Description: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
• Option B: Venue
  • Description: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state courts located in [County Name] County, Pennsylvania.
• Option C: Alternative Dispute Resolution
  • Description: The parties agree to attempt to resolve any disputes through mediation or non-binding arbitration.

20. Representations and Warranties

• Option A: Authority to Contract
  • Description: Each party represents and warrants that it has the authority to enter into this Agreement.
• Option B: Compliance with Laws
  • Description: Each party represents and warrants that it is in compliance with all applicable Pennsylvania and federal laws.

21. Audit and Compliance Rights

• Option A: Inspection of Security Measures
  • Description: Client shall have the right to audit Provider's security measures to ensure compliance with Pennsylvania regulatory expectations.

22. Miscellaneous

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

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

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

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

23. Notices

• Option A: Delivery Method
  • Description: All notices under this Agreement shall be in writing and delivered by certified mail, return receipt requested, or by reputable overnight courier.
• Option B: Addresses for Notice
  • Description: Notices shall be sent to the addresses set forth in the introductory paragraph of this Agreement.

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

[Provider Legal Name]

By: [Provider Authorized Representative Name]

Title: [Provider Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Title]

Date: [Date]