Rhode Island IT service contract template

Rhode Island IT Service Agreement

This Rhode Island IT Service Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [IT Service Provider Legal Name], a [State] [Entity Type] with its principal place of business at [Provider Business Address] (“Provider”), and
• [Client Legal Name], a [State] [Entity Type] with its principal place of business at [Client Business Address] (“Client”).

Provider's Contact Details:

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

Client's Contact Details:

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

1. Description of IT Services

• The Provider agrees to provide the following IT services to the Client:
• Option A: Network Design and Implementation
• Option B: Software Development (Specifics detailed in Exhibit A)
• Option C: Hardware Procurement and Installation
• Option D: System Integration
• Option E: Cloud Migration
• Option F: Cybersecurity Assessment and Remediation
• Option G: Managed Services (Description in Exhibit B)
• Option H: Help Desk Support
• Option I: Data Backup and Disaster Recovery
• Option J: On-Site/Off-Site Support
• Option K: Other: [Specify Other Services]

2. Technical Specifications and Performance Metrics

• Technical specifications, performance metrics, and deliverables are as follows:
• Option A: Uptime Guarantee: [Percentage]% uptime, measured monthly.
• Option B: Response Time: Initial response within [Number] hours for critical issues.
• Option C: Ticket Resolution: Resolution of issues within [Number] business days.
• Option D: Escalation Procedures: Defined in Exhibit C.
• Option E: Compatibility: Hardware, OS, and Software versions must be compatible with existing Client systems.
• Option F: Interoperability: Services must interoperate with Client's existing [Describe Existing Systems].
• Option G: Deliverable Standards: [Specify Standards, e.g., ISO 27001]

3. Client Obligations

• The Client agrees to the following obligations:
• Option A: Timely Access: Provide timely access to infrastructure and systems.
• Option B: Personnel Cooperation: Ensure personnel are available for consultation and support.
• Option C: Data Provision: Provide necessary data in a timely manner.
• Option D: Security Credentials: Provide necessary security credentials.

4. Service Location

• The services will be performed at the following location(s):
• Option A: Client’s Rhode Island Site: [Client Address]
• Option B: Provider’s Location: [Provider Address]
• Option C: Remote Delivery
• Option D: Hybrid: [Specify Hybrid Arrangement]

All on-premises work in Rhode Island must comply with Rhode Island workplace safety regulations.

5. Project Plan

• The project plan is detailed in Exhibit D, including:
• Option A: Milestones: Clearly defined project milestones.
• Option B: Test and Acceptance Criteria: Criteria for acceptance of deliverables.
• Option C: Scheduled Maintenance Windows: Agreed-upon maintenance schedules.
• Option D: Required Documentation: Documentation to be provided by the Provider.
• Option E: User Training: [Specify Training Details]

6. Service Fees and Payment Terms

• The service fees are as follows:
• Option A: Fixed Price: [Dollar Amount] (Detailed in Exhibit E)
• Option B: Hourly Rate: [Dollar Amount] per hour.
• Option C: Milestone-Based Payment: Payment upon completion of specified milestones.
• Option D: Recurring Fee: [Dollar Amount] per [Month/Year] for managed services.

Payment Schedule: [Specify Payment Schedule]

Invoice Requirements: Invoices must include [Specify Required Information].

Late Payment Interest: Late payments will accrue interest at a rate of [Percentage]% per month, consistent with Rhode Island usury laws.

Taxes: Client is responsible for Rhode Island sales and use tax on taxable IT services.

7. Scope and Limitations of Support and Maintenance

• Support and maintenance include:
• Option A: Post-Delivery Warranty: [Number] months warranty on delivered services.
• Option B: Incident Response Time: Response within [Number] hours for critical incidents.
• Option C: Root Cause Analysis: Analysis provided for major incidents.
• Option D: Patching and Upgrades: Regular patching and upgrades.
• Option E: Excluded Services: [Specify Excluded Services]

Additional service requests will be subject to a written change order.

8. Intellectual Property

• Intellectual Property ownership and use rights are as follows:
• Option A: Client Ownership: Client owns all intellectual property created specifically for them.
• Option B: Provider License: Provider retains ownership; Client receives a license to use.
• Option C: Joint Ownership: Intellectual property is jointly owned.

This includes software, deliverables, custom code, documentation, and third-party licensed materials.

9. Data Protection

• Data Protection requirements include compliance with:
• Option A: Rhode Island Identity Theft Protection Act
• Option B: Data Breach Notification Requirements: Provider will notify Client of a data breach within [Number] hours, complying with Rhode Island law.
• Option C: Data Handling and Encryption Standards: [Specify Standards]
• Option D: Data Retention and Secure Destruction: [Specify Retention Policy]
• Option E: Special Rules for Sensitive Data: [Specify Rules for Healthcare/Financial Data]
• Option F: Sub-processing: Provider will not use sub-processors without prior written consent from Client.

10. Confidentiality

• Confidentiality obligations include:
• Option A: Protection of trade secrets, client business processes, and network structure.
• Option B: Non-disclosure of all accessed or stored data.

Obligations survive termination of this Agreement. Protection adheres to Rhode Island Uniform Trade Secrets Act.

11. Provider Employees and Subcontractors

• Provider requirements for employees and subcontractors:
• Option A: Background Checks: All personnel will undergo background checks.
• Option B: IT Certifications: Possess relevant IT certifications.
• Option C: Compliance with Rhode Island Wage and Hour Laws.
• Option D: Written Client Consent prior to subcontracting.

12. Business Continuity and Disaster Recovery

• Business Continuity and Disaster Recovery:
• Option A: Provider will maintain backup protocols and incident documentation.
• Option B: Recovery Time Objectives: Recovery within [Number] hours.
• Option C: Regular communication with Client's in-house IT team.

13. Indemnification

• Indemnification:
• Option A: Provider will indemnify Client against third-party claims, including IP infringement, data loss, security breaches, and personal injury or property damage related to Provider's work on Client premises in Rhode Island.

14. Insurance

• Provider will maintain the following insurance coverage:
• Option A: Professional Liability/Cyber Liability: [Dollar Amount]
• Option B: General Liability: [Dollar Amount]
• Option C: Workers’ Compensation: As required by Rhode Island law.

15. Term and Termination

Term: This Agreement shall commence on [Start Date] and continue for a term of [Number] [Months/Years].

Termination:

• Option A: For Cause: Termination for breach, security incident, or persistent non-performance.
• Option B: No Cause: Either party may terminate with [Number] days written notice.
• Option C: Default Cure Period: [Number] days to cure a default.
• Option D: Transition Support and Handover: Provider will provide transition support and handover all data and documentation.
• Option E: Fees for Early Exit: [Specify Fees]

16. Breach Remediation

• Breach Remediation:
• Option A: Notification: Immediate notification of any breach.
• Option B: Cure Period: [Number] days to cure a breach.
• Option C: Limitation of Liability: Liability for direct damages is limited to [Dollar Amount].
• Option D: Exclusion of Consequential Damages.

This section aligns with Rhode Island's treatment of liquidated damages and unconscionable penalty clauses.

17. Change Management

Changes to service scope must be documented and mutually approved in writing.

18. Delays and Force Majeure

Provider is not liable for delays caused by force majeure events (e.g., power outages, cyberattacks).

19. Rhode Island Consumer and Business Protection Rights

This Agreement adheres to Rhode Island's Deceptive Trade Practices Act and other applicable sector-specific regulations.

20. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.

• Option A: Venue: Exclusive venue shall be in the state or federal courts located in Rhode Island.
• Option B: Dispute Resolution: Mediation or arbitration prior to litigation.

21. Notices

All notices must be in writing and delivered via:

• Option A: Email with receipt confirmation
• Option B: Certified mail
• Option C: In-person delivery

22. General Provisions

• Option A: Severability: If any provision is deemed invalid, the remaining provisions shall remain in effect.
• Option B: Assignment: This Agreement may not be assigned without prior written consent.
• Option C: Entire Agreement: This Agreement constitutes the entire agreement between the parties.
• Option D: Order of Precedence: In case of conflict, the order of precedence is: 1) This Agreement, 2) Exhibits, 3) Service Descriptions.
• Option E: Waiver: No waiver of any provision shall be effective unless in writing.

23. Appendices/Exhibits

• Exhibit A: Software Development Specifications
• Exhibit B: Managed Services Description
• Exhibit C: Escalation Procedures
• Exhibit D: Project Plan
• Exhibit E: Pricing Details
• Exhibit F: List of Hardware/Software, Network Assets, Third-Party Services

24. Client Data Ownership

Client owns all data. Provider will provide data access, return, or deletion upon termination, complying with Rhode Island breach notification and privacy requirements.

25. Non-Solicitation/Non-Compete

Non-solicitation of Provider personnel by Client is agreed upon. Enforceability of any non-compete provision is subject to Rhode Island law.

26. Public Agency/Education Sectors (If Applicable)

Where services involve Rhode Island public agencies or education sectors, the provider must comply with state-specific procurement, E-Rate, or IT standards, including necessary disclosures or licenses.

27. Accessibility

This Agreement and all attachments are accessible and ADA-compliant.

28. Further Tailoring

All elements can be further tailored by mutual agreement.

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

[IT Service Provider Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]