South Dakota IT service contract template

South Dakota IT Service Contract

1. Agreement Details

• This is a South Dakota IT Service Contract effective as of [Date].
• This Agreement is between:
  • Option A: Individual
    • [Provider Legal Name], an individual residing at [Provider Address].
    • [Client Legal Name], an individual residing at [Client Address].
  • Option B: Company
    • [Provider Legal Name], a [State] [Entity Type] with a principal place of business at [Provider Address], and SD Entity Registration Number: [Provider Registration Number]. Primary Contact: [Provider Primary Contact Name], [Provider Primary Contact Title], [Provider Primary Contact Email], [Provider Primary Contact Phone].
    • [Client Legal Name], a [State] [Entity Type] with a principal place of business at [Client Address], and SD Entity Registration Number: [Client Registration Number]. Primary Contact: [Client Primary Contact Name], [Client Primary Contact Title], [Client Primary Contact Email], [Client Primary Contact Phone].

2. Scope of IT Services

• The IT service provider will provide the following services to the client:
  • Option A: Software Development
    • Including custom application development, mobile app development, and web development.
  • Option B: System Integration
    • Including integrating various software and hardware systems.
  • Option C: Network Setup and Maintenance
    • Including designing, implementing, and maintaining computer networks.
  • Option D: Cybersecurity Services
    • Including vulnerability assessments, penetration testing, and security incident response.
  • Option E: Technical Support
    • Including help desk support, on-site support, and remote support.
  • Option F: Cloud Services
    • Including cloud storage, cloud computing, and cloud backup.
  • Option G: Managed IT Services
    • Comprehensive IT support, maintenance, and management.
  • Option H: Other: [Description of Other Services]
• Service Level Agreements (SLAs) for uptime: [Uptime Percentage]% guarantee, response times: [Response Time], and resolution times: [Resolution Time] are defined in Exhibit A.
• The ticketing system to be used is: [Ticketing System Name].
• Incident response plan details: [Describe Incident Response Plan].
• Downtime notification procedure: [Describe Downtime Notification Procedure].
• Patching schedule: [Describe Patching Schedule].
• Backup protocols are: [Describe Backup Protocols].
• The technology stack to be used is: [Describe Technology Stack].

3. Statement of Work

• The Statement of Work (SOW) outlining the technical requirements, project phases, deliverable definitions, acceptance testing procedures, timelines, project milestones, and review checkpoints is attached as Exhibit B.

4. Documentation and Knowledge Transfer

• All systems, configurations, and software provided under this agreement will be fully documented.
• Option A: The IT service provider will provide [Number] hours of training to the client's personnel.
• Option B: No training will be provided.
• Option C: Knowledge Transfer will be done through [Description of Knowledge Transfer Procedure]

5. Third-Party Software and Licensing

• The following third-party software, hardware, or licensing will be included: [List of Software, Hardware, and Licenses].
• The IT service provider is responsible for procuring [Specific Items].
• The client is responsible for procuring [Specific Items].

6. Data Security

• The IT service provider shall comply with South Dakota Codified Laws regarding personal information protection.
• Encryption: All data at rest and in transit will be encrypted using [Encryption Method].
• Access controls: Access to data will be restricted based on the principle of least privilege.
• Privileged account management: Privileged accounts will be managed according to industry best practices.
• System logging and audit trails: Detailed system logs and audit trails will be maintained for security monitoring.
• Security breach notification procedures: In the event of a security breach, the IT service provider will notify the client within [Number] hours, as required by South Dakota law.

7. Confidentiality

• Confidential Information is defined as [Define Confidential Information].
• Proprietary Information is defined as [Define Proprietary Information].
• Client Data is defined as [Define Client Data].
• The IT service provider will maintain the confidentiality of all confidential, proprietary, and client data.
• Usage limitations: The IT service provider may only use client data for the purpose of providing the services outlined in this agreement.
• Retention periods: Client data will be retained for a period of [Number] years.

8. Business Continuity and Disaster Recovery

• Business continuity and disaster recovery procedures are detailed in Exhibit C.
• The IT service provider will notify the client of any relevant IT incidents within [Number] hours.

9. Compliance with South Dakota Law

• The IT service provider will comply with all applicable South Dakota laws, including laws on privacy, cybersecurity, and electronic transactions (including the Uniform Electronic Transactions Act as adopted in South Dakota).
• If the client is in the healthcare industry, the IT service provider will comply with all applicable regulations regarding protected health information.

10. Data Location

• All client data will be stored within the United States or in approved jurisdictions per South Dakota regulatory and legal guidance. The specific location is: [Data Location].

11. Service Fees and Payment Terms

• Option A: Hourly rate: [Dollar Amount] per hour.
• Option B: Project-based fee: [Dollar Amount] per project.
• Option C: Ongoing subscription fee: [Dollar Amount] per [Time Period].
• South Dakota sales/use tax will be added to all invoices.
• Invoicing cycle: [Monthly, Quarterly, etc.].
• Late payment penalty: [Percentage]% per month.
• Adjustment mechanisms for out-of-scope work: [Describe Adjustment Mechanisms].
• Invoice processing: [Electronic, Physical].

12. Remote and On-Site Work

• The IT service provider may perform services remotely or on-site at the client's facilities.
• Facility access requirements: [Describe Facility Access Requirements].
• Physical security protocols: [Describe Physical Security Protocols].
• Travel costs: [Describe Travel Cost Reimbursement].

13. Intellectual Property Rights

• Intellectual property rights over custom software, documentation, deliverables, and developed processes will be allocated as follows: [Describe Allocation of IP Rights].
• The client will own all rights to custom software upon acceptance and payment.
• The IT service provider retains rights to general know-how, except as prohibited by South Dakota law.
• Pre-existing IP: [Describe Treatment of Pre-existing IP].
• Open-source license compliance: [Describe Open-source License Compliance Procedures].

14. Confidentiality, Non-Disclosure, and Non-Solicitation

• The IT service provider agrees to maintain the confidentiality of the client's confidential information.
• Non-solicitation: The IT service provider will not solicit the client's employees for a period of [Number] years within a radius of [Number] miles from the client's principal place of business.

15. Change Requests

• Procedures for change requests or service expansions are detailed in Exhibit D.

16. Service Level Agreements (SLAs)

• SLAs and performance metrics are detailed in Exhibit A, including uptime guarantees, response and resolution times per incident level, escalation paths, and remedies for service shortfalls.
• Regular performance reports will be provided to the client on a [Frequency] basis.

17. Warranty

• Warranty terms for services and deliverables: [Describe Warranty Terms].
• Warranty period: [Number] months.
• Exclusion criteria: [Describe Exclusion Criteria].
• Post-acceptance bug-fixing commitments: [Describe Bug-Fixing Commitments].

18. Dispute Resolution

• Any disputes arising under this agreement shall be resolved through negotiation, mediation, or arbitration.
• Governing law: This agreement shall be governed by the laws of the State of South Dakota.
• Jurisdiction: The courts in [County Name] County, South Dakota shall have jurisdiction over any disputes arising under this agreement.

19. Indemnification and Limitation of Liability

• Indemnification: [Describe Indemnification Provisions].
• Limitation of liability: [Describe Limitation of Liability Provisions].

20. Insurance

• The IT service provider shall maintain the following insurance coverage:
  • General liability insurance: [Dollar Amount] per occurrence.
  • Professional liability insurance: [Dollar Amount] per claim.
  • Cybersecurity insurance: [Dollar Amount] per claim.

21. Termination

• Option A: Termination for cause: Either party may terminate this agreement for cause upon [Number] days written notice.
• Option B: Termination for convenience: The client may terminate this agreement for convenience upon [Number] days written notice.
• Option C: Termination by mutual agreement.
• Offboarding processes: [Describe Offboarding Processes].
• Data return or destruction obligations: [Describe Data Return or Destruction Obligations].
• Transition assistance: [Describe Transition Assistance].

22. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this agreement due to a force majeure event, including weather emergencies common in South Dakota.
• Notification procedures: [Describe Notification Procedures].

23. Waivers and Amendments

• All waivers, amendments, and contract notices must be in writing and reference accepted electronic signature laws valid in South Dakota.

24. Representations and Warranties

• Each party represents and warrants that it has the authority to enter into this agreement and that it is in compliance with all applicable state and federal laws.

25. Severability, Assignment, and Entire Agreement

• Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: This agreement may not be assigned without the prior written consent of both parties.
• Subcontracting: The IT service provider may not subcontract any of its obligations under this agreement without the client's prior written approval.
• Entire agreement: This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.

26. Compliance with Laws

• Both parties shall comply with all applicable South Dakota and federal laws, including export control regulations, data protection, and specific state statutes governing IT services in public contracts if relevant.

27. Signatures

• [Provider Legal Name]
  _______________________________
  Signature
  [Date]
• [Client Legal Name]
  _______________________________
  Signature
  [Date]

Exhibit A: Service Level Agreement (SLA)

Exhibit B: Statement of Work (SOW)

Exhibit C: Business Continuity and Disaster Recovery Plan

Exhibit D: Change Request Procedures