Tennessee IT service contract template

Tennessee IT Service Contract

Effective Date: [Date]

Parties:

• Client:
  • Legal Name: [Client Legal Name]
  • Business Status (e.g., LLC, Corp): [Client Business Status]
  • Address: [Client Address]
  • Contact Person: [Client Contact Person]
  • Email: [Client Email]
  • Phone: [Client Phone]
• IT Service Provider:
  • Legal Name: [Provider Legal Name]
  • Business Status (e.g., LLC, Corp): [Provider Business Status]
  • Address: [Provider Address]
  • Contact Person: [Provider Contact Person]
  • Email: [Provider Email]
  • Phone: [Provider Phone]

1. Scope of Services

• Specific IT Services to be Provided:
  • Option A: Network Design and Maintenance
  • Option B: Managed IT Support
  • Option C: Help Desk Services
  • Option D: Cybersecurity Monitoring and Response
  • Option E: Cloud Computing Facilitation
  • Option F: Software Installation/Configuration
  • Option G: Hardware Procurement and Installation
  • Option H: Data Backup and Disaster Recovery
  • Option I: System Integration
  • Option J: IT Consulting
  • Detailed Description of Services: [Detailed Description]
• Scope of Work:
  • Deliverables: [List of Deliverables]
  • Performance Standards: [Measurable Performance Standards]
  • Response Timeframes: [Response Timeframes for Support]
  • Resolution Timeframes: [Resolution Timeframes for Outages]
  • SLA Terms: [Service Level Agreement (SLA) Terms]
  • Accepted Industry Frameworks: [Industry Frameworks (NIST, CIS, etc.)]
  • Compliance Requirements: [Compliance Requirements (HIPAA, GLBA, PCI DSS, etc.)]

2. Service Location and Access

• Location of IT Infrastructure: [Location of IT Infrastructure]
• Service Provision:
  • Option A: On-site Service
  • Option B: Remote Service
  • Background Check Requirements for Provider Personnel: [Background Check Requirements]

3. Client Obligations

• Timely Access to Systems: Client shall provide timely access to systems and data as required.
• Prompt Reporting of Issues: Client shall promptly report any issues or problems encountered.
• Provision of Credentials: Client shall provide necessary login credentials, hardware, and third-party licenses.

4. Schedule and Timing

• Schedule of Service Provision: [Schedule of Service Provision]
• Maintenance Windows: [Regular Maintenance Windows]
• Emergency Support Procedures: [Emergency Support Procedures]
• Escalation Protocols: [Escalation Protocols]
• Notification Requirements for Downtime: [Notification Requirements for Planned Downtime]

5. Payment Terms

• Pricing Structure:
  • Option A: One-time Project Fee: [Project Fee Amount]
  • Option B: Ongoing Monthly Retainer: [Monthly Retainer Amount]
  • Option C: Ongoing Annual Retainer: [Annual Retainer Amount]
  • Option D: Per-Incident Rate: [Per-Incident Rate]
  • Option E: Hourly Charge: [Hourly Charge Rate]
• Payment Schedule: [Payment Schedule]
• Late Payment Penalties: [Late Payment Penalties (Compliant with TN Law)]
• Invoicing Requirements: [Invoicing Requirements]
• Taxes: Client is responsible for Tennessee sales/use tax or other relevant state and local taxes for taxable IT services and equipment.

6. Software Licensing

• Licensing Model:
  • Option A: Licenses Purchased by Client
  • Option B: Licenses Passed Through by Provider
  • Option C: Licenses Leased by Provider
• Warranty of Proper Licensing: Provider warrants proper licensing.
• Indemnification for IP Infringement: Provider will indemnify Client for IP infringement claims in accordance with Tennessee’s Uniform Trade Secret Act.

7. Intellectual Property

• Ownership of Work Product:
  • Option A: Custom Code Ownership: [Ownership of Custom Code]
  • Option B: Pre-existing Tools Ownership: [Ownership of Pre-existing Tools]
  • Option C: Third-Party Software Ownership: [Ownership of Third-Party Software]
• Rights Upon Termination: [Client Rights to Data and System Access Upon Termination]

8. Confidentiality and Data Protection

• Data Security Obligations: [Obligations Regarding Client Data Security]
• Tennessee Identity Theft Deterrence Act Compliance: Provider shall safeguard consumer information under the Tennessee Identity Theft Deterrence Act.
• Breach Notification: In the event of a data breach, Provider shall comply with T.C.A. § 47-18-2107.
• Mutual Non-Disclosure: Mutual non-disclosure of proprietary or trade secret information.

9. Cybersecurity Obligations

• Implementation of Safeguards: Provider shall implement reasonable administrative, technical, and physical safeguards.
• Breach Notification and Cooperation: Provider shall provide immediate notification and cooperation in the event of data breaches.
• Industry-Specific Regulations: Provider shall comply with any industry-specific regulations applicable in Tennessee (e.g., healthcare, banking).

10. Quality Assurance

• Acceptance Testing Procedures: [Acceptance Testing Procedures]
• Error Correction Timelines: [Error Correction Timelines]
• Remediation Protocols: [Remediation Protocols]
• Maintenance and Patch Management: [Maintenance and Patch Management Schedules]
• Exclusions: Provider is not liable for damages from client misuse or force majeure.

11. Regulatory Compliance

• Adherence to Regulations: Provider shall adhere to local, state, and federal regulations pertinent to sector-specific clients.
• Tennessee Department of Revenue Technology Sales Tax Rules: Provider shall comply with Tennessee Department of Revenue technology sales tax rules.
• Additional Statutory Compliance: If servicing government or education clients, additional statutory compliance is required.

12. Limitation of Liability

• Cap on Liability: [Cap on Service Provider Liability]
• Disclaimer of Damages: Express disclaimer of consequential and indirect damages.
• Carveouts: Carveouts for intentional misconduct or gross negligence as recognized by Tennessee courts.

13. Insurance Requirements

• General Liability: [General Liability Coverage Amount]
• Technology Errors and Omissions (E&O): [E&O Coverage Amount]
• Cyber Liability: [Cyber Liability Coverage Amount]

14. Term and Termination

• Grounds for Termination:
  • Option A: Material Breach (with Tennessee-compliant cure periods)
  • Option B: Persistent Payment Delinquency
  • Option C: Insolvency
  • Option D: Mutual Agreement
  • Option E: Termination for Convenience (with notice requirements)
• Notice Requirements: [Notice Requirements for Termination]

15. Transition/Offboarding

• Data Return/Deletion: [Procedures for Return or Deletion of Client Data]
• Service Discontinuation: [Discontinuation of Software/Services]
• Documentation Transfer: [Transfer of Documentation]
• Post-Termination Support: [Post-Termination Support Options]

16. Dispute Resolution

• Initial Negotiation: Parties agree to attempt to resolve disputes through initial negotiation.
• Mediation: Mandatory mediation in Tennessee.
• Arbitration: Binding arbitration venue and rules in Tennessee.
• Governing Law and Venue: This agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Exclusive venue for legal actions in designated Tennessee state or federal courts.

17. Amendments and Notice

• Written Modification: This contract may only be modified in writing.
• Assignment Restrictions: [Assignment Restrictions]
• Force Majeure: [Force Majeure Provisions (including public health emergencies)]
• Notices: Proper notices in accordance with Tennessee Uniform Electronic Transactions Act (if using digital communications).

18. Subcontractors

• Consent Requirements: [Consent Requirements for Subcontractors]
• Background Checks: [Background Check Requirements for Subcontractors]
• Confidentiality Obligations: Confidentiality obligations extending to subcontractor staff.
• Compliance with Tennessee Law: Subcontractors must comply with Tennessee’s business registration and licensing laws.

19. Equal Opportunity

• Compliance Statement: Provider shall comply with all applicable Tennessee labor laws.

20. Optional Elements

• Non-Solicitation/Non-Compete: [Non-Solicitation/Non-Compete Terms (Enforceable under TN Law)]
• Audit Rights: [Audit Rights for Client Inspection of Provider’s Work]
• Client Referral/Testimonial Use: [Client Referral/Testimonial Use]

____________________________
[Client Legal Name]

____________________________
[Provider Legal Name]