South Carolina IT service contract template

South Carolina IT Service Contract

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

• [Service Provider Name], a [Business Entity Type, e.g., Limited Liability Company] with its principal place of business at [Service Provider Registered Address] ("Service Provider"), and
• [Client Name], a [Business Entity Type, e.g., Corporation, Individual] with its principal place of business at [Client Registered Address] ("Client"). If applicable: [Agency Name, if applicable].

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

WHEREAS, Client desires to engage Service 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

• The Service Provider agrees to provide the following IT services to the Client (the "Services") as further defined in the Statement of Work (SOW) attached hereto as Exhibit A and incorporated herein by reference:
  • Option A: Network Installation and Configuration
  • Option B: Systems Integration
  • Option C: Help Desk Support
  • Option D: Managed IT Services
  • Option E: Cloud Computing Services
  • Option F: Cybersecurity Services
  • Option G: Software Development
  • Option H: Hardware Procurement
  • Option I: System Maintenance
  • Option J: Data Backup and Recovery
  • Option K: IT Consulting

2. Definitions

• For the purposes of this Agreement, the following terms shall have the meanings set forth below:
  • SLA: Service Level Agreement, defining measurable performance metrics.
  • Uptime: The percentage of time the Services are available and operational.
  • Response Time: The time it takes Service Provider to acknowledge a support request.
  • Deliverables: The tangible or intangible items to be delivered by Service Provider to Client.
  • [Insert Additional Technical Term and Definition]
  • [Insert Additional Technical Term and Definition]

3. Statement of Work (SOW)

• The specific Services to be provided, including deliverables, service levels (SLAs), and technical requirements, are detailed in Exhibit A, the Statement of Work (SOW).
• Service Levels include, but are not limited to:
  • Option A: Response Time: [Specify Time, e.g., 15 minutes] for Severity 1 incidents.
  • Option B: Uptime Guarantee: [Specify Percentage, e.g., 99.9%] for critical systems.
  • Option C: Resolution Timeframe: [Specify Time, e.g., 4 hours] for Severity 2 incidents.

4. Project Timeline and Milestones

• The project timeline, milestones, and acceptance criteria are outlined in Exhibit B.
  • Option A: Milestone 1: [Milestone Description], Completion Date: [Date].
  • Option B: Milestone 2: [Milestone Description], Completion Date: [Date].
  • Option C: Client Review/Approval Required within [Number] business days of milestone completion.

5. Client Obligations

• Client agrees to:
  • Option A: Provide timely access to facilities and systems.
  • Option B: Ensure user cooperation with Service Provider.
  • Option C: Provide necessary system credentials and proprietary information in a secure manner.
  • Option D: Adhere to the following data formats and security protocols: [Describe Data Formats and Security Protocols].

6. Service Location

• The Services shall be performed:
  • Option A: On-site at the following South Carolina location(s): [Specify Location(s)].
  • Option B: Remotely.
  • Option C: Hybrid (combination of on-site and remote).
• If on-site service is required:
  • Option A: Travel expenses will be reimbursed according to [Specify Reimbursement Policy, e.g., IRS standard mileage rate].
  • Option B: Per diem expenses will be reimbursed at a rate of [Specify Rate] per day.

7. Fees and Payment

• Client shall pay Service Provider the following fees:
  • Option A: Fixed Fee: [Dollar Amount].
  • Option B: Hourly Rate: [Dollar Amount] per hour.
  • Option C: Per-Incident Rate: [Dollar Amount] per incident.
• Payment Schedule:
  • Option A: [Specify Payment Schedule, e.g., Net 30 days from invoice date].
  • Option B: [Specify Payment Schedule, e.g., 50% upon signing, 50% upon completion].
• Invoicing Procedures: [Describe Invoicing Procedures].
• Late Payment: A late payment fee of [Specify Percentage or Amount] will be applied to payments received more than [Number] days past the due date.
• South Carolina Sales/Use Tax: Applicable South Carolina sales or use taxes will be added to all invoices as required by the South Carolina Department of Revenue.

8. Intellectual Property

• Ownership of intellectual property created during the performance of the Services shall be as follows:
  • Option A: Service Provider retains ownership of all software, code, documentation, and configurations created under this Agreement. Client receives a non-exclusive license to use such intellectual property for its internal business purposes.
  • Option B: Client owns all software, code, documentation, and configurations specifically created for Client under this Agreement.
  • Option C: Open Source Licensing: If open source software is used, it will be licensed under [Specify Open Source License].
• Third-Party Licenses: Client is responsible for obtaining and complying with all third-party software licenses required for the use of the Services.
• Restrictions on Use: Client shall not use or transfer Service Provider's proprietary technology in violation of South Carolina trade secret law.
• Ongoing Provider Access: [Specify if Provider will require ongoing access to systems after project completion and the reason for such access.]

9. Data Protection and Confidentiality

• Service Provider shall comply with the South Carolina Data Breach Notification Law and all other applicable data protection laws.
• Service Provider shall:
  • Option A: Implement appropriate data encryption measures.
  • Option B: Establish and maintain data retention and destruction policies.
  • Option C: Handle sensitive information in a secure manner.
  • Option D: Provide notification to Client in the event of a data breach, as required by South Carolina law.
• Details of data protection measures are outlined in Exhibit C, the Data Protection Addendum.

10. Regulatory Compliance

• Service Provider shall comply with all applicable regulatory requirements, including:
  • Option A: South Carolina Insurance Data Security Act (if applicable to Client's business).
  • Option B: Local government standards for public sector clients (if applicable).
  • Option C: HIPAA, GLBA, or PCI-DSS (if applicable to Client's industry).

11. Quality Assurance

• Service Provider shall perform quality assurance testing as described in Exhibit D.
  • Option A: Testing Procedures: [Describe Testing Procedures].
  • Option B: Acceptance Testing: [Describe Acceptance Testing Process].
  • Option C: Bug Fixing: Service Provider will fix reported bugs within [Number] days of notification.
  • Option D: Post-Deployment Monitoring: [Specify Duration] period of post-deployment monitoring.
• Warranty: Service Provider warrants that the Services will be performed in a professional and workmanlike manner. The warranty period is [Specify Duration] from the date of completion. This warranty does not cover damage or issues caused by Client misuse or third parties.

12. Maintenance and Support

• Service Provider shall provide scheduled maintenance, updates, upgrades, and patch management as follows: [Describe Schedule and Procedures].
• Emergency Response: In the event of security incidents or outages, Service Provider shall follow the emergency response protocols outlined in Exhibit E.

13. Audit and Reporting

• Service Provider shall:
  • Option A: Maintain system status logs.
  • Option B: Maintain incident logs.
  • Option C: Report on security events.
  • Option D: Provide service metrics reports on a [Frequency, e.g., monthly] basis.
• Client shall have the right to audit Service Provider's performance of the Services upon reasonable notice.

14. Insurance

• Service Provider shall maintain technology errors & omissions (E&O) insurance with coverage minimums of [Dollar Amount]. Service Provider shall provide Client with proof of insurance upon request and shall notify Client of any policy changes or lapse.

15. Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

16. Indemnification

• Service Provider shall indemnify, defend, and hold harmless Client from and against any and all third-party claims arising from:
  • Option A: Infringement of intellectual property rights.
  • Option B: Data breach.
  • Option C: Unauthorized data access.
• South Carolina-specific procedures for defending and settling such claims shall apply.

17. Subcontracting

Service Provider shall not subcontract any of the Services without the prior written consent of Client. All subcontractors shall be bound by the same data security and confidentiality standards as Service Provider.

18. Assignment, Amendment, and Waiver

• This Agreement may not be assigned by either party without the prior written consent of the other party.
• This Agreement may be amended only by a written instrument signed by both parties.
• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

19. Termination

• Either party may terminate this Agreement for breach upon [Number] days written notice, with a reasonable opportunity to cure.
• Client may terminate this Agreement for convenience upon [Number] days written notice, subject to payment for work completed to date.
• Upon termination, Service Provider shall return or destroy all Client data in accordance with South Carolina data laws.

20. Transition Assistance

Upon termination of this Agreement, Service Provider shall provide reasonable transition assistance to Client, including data handover and knowledge transfer.

21. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, hurricanes, or local power outages.

22. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Negotiation.
  • Option B: Mediation.
  • Option C: Arbitration (with location within South Carolina, if possible).
• This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. The courts of South Carolina shall have exclusive jurisdiction over any legal proceedings arising out of or relating to this Agreement.

23. Statutory Notices and Disclosures

[Include any South Carolina statutory notice requirements and disclosure language, including consumer rights where the Client is an individual or small business].

24. Labor and Workforce Regulations

If Service Provider's personnel perform on-site work, Service Provider shall comply with all applicable federal and state labor and workforce regulations, including background checks if working with confidential or government data.

25. Non-Solicitation and Non-Competition

• During the term of this Agreement and for a period of [Number] months thereafter, Client shall not solicit or hire any employee of Service Provider.
• [Include a non-competition clause specific to South Carolina law limitations, such as reasonable geographic/temporal scope for enforceability].

26. Record Keeping

Service Provider shall maintain accurate and complete records of all IT service activity logs to satisfy potential state regulatory audits or Client industry standards.

27. Review Meetings

The parties shall hold regular review meetings or progress updates on a [Frequency, e.g., monthly] basis. The agenda for such meetings shall be agreed upon in advance.

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

[Service Provider Name]

By: [Service Provider Representative Name]

Title: [Service Provider Representative Title]

Contact Information:

Address: [Service Provider Registered Address]

Phone: [Service Provider Phone Number]

Email: [Service Provider Email Address]

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

Contact Information:

Address: [Client Registered Address]

Phone: [Client Phone Number]

Email: [Client Email Address]

Exhibit A: Statement of Work (SOW)

Exhibit B: Project Timeline and Milestones

Exhibit C: Data Protection Addendum

Exhibit D: Quality Assurance Plan

Exhibit E: Emergency Response Protocol