Utah IT service contract template

Utah IT Services Contract

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

• [Provider Full Legal Name], a [State] [Business Entity Type], with its principal place of business at [Provider Physical Address], Email: [Provider Email Address], Utah Business Registration Number (if applicable): [Provider Utah Business Registration Number] (hereinafter referred to as “Provider”), and
• [Client Full Legal Name], a [State] [Business Entity Type], with its principal place of business at [Client Physical Address], Email: [Client Email Address], Utah Business Registration Number (if applicable): [Client Utah Business Registration Number] (hereinafter referred to as “Client”).

Scope of Services

• Option A: Managed IT Support
  • Includes proactive monitoring, maintenance, and support for Client’s IT infrastructure.
• Option B: Network Monitoring
  • Includes 24/7 monitoring of network performance and security.
• Option C: Cybersecurity Services
  • Includes firewall management, intrusion detection, and vulnerability assessments.
• Option D: Cloud Services
  • Includes management and support of Client’s cloud-based infrastructure.
• Option E: Help Desk Support
  • Includes phone, email, and remote support for Client’s employees. Hours: [Hours of Support].
• Option F: Hardware and Software Procurement
  • Includes sourcing and purchasing hardware and software for the Client.
• Option G: System Integration
  • Includes integrating new systems with existing infrastructure.
• Option H: Data Backup and Recovery
  • Includes regular data backups and disaster recovery planning. Recovery Time Objective (RTO): [RTO], Recovery Point Objective (RPO): [RPO].
• Option I: Custom Software/Application Development
  • Includes developing custom software applications per Client specifications.
• Detailed description of services: [Detailed Description of Services]

Deliverables

• Option A: Technical Performance Benchmarks
  • Provider shall maintain uptime of [Uptime Percentage]%.
• Option B: Uptime/Response Time SLAs
  • Response time for critical issues shall not exceed [Response Time].
• Option C: Service Hours
  • Business Hours: [Business Hours], After-Hours: [After Hours Support], Emergency: [Emergency Support].
• Option D: Project Milestones
  • Milestone 1: [Milestone 1 Description], Completion Date: [Date], Acceptance Criteria: [Acceptance Criteria]
  • Milestone 2: [Milestone 2 Description], Completion Date: [Date], Acceptance Criteria: [Acceptance Criteria]
• Detailed Description of Deliverables: [Detailed Description of Deliverables]

Client-Supplied Resources

• Option A: Access to Systems
  • Client will provide Provider with access to [Specific Systems].
• Option B: Facilities
  • Client will provide Provider with access to [Specific Facilities].
• Option C: Network Credentials
  • Client will provide necessary network credentials.
• Option D: Data
  • Client will provide necessary data for service delivery.
• Option E: Equipment
  • Client will provide access to [Specific Equipment].
• Collaboration Responsibilities: [Detailed Description of Client Responsibilities].
• Timeline for Information/Approval Handoff: [Specific Timeline].

Service Delivery

• Option A: On-Site Service
  • Provider personnel will perform services on-site at [Client Location].
• Option B: Remote Service
  • Provider will primarily deliver services remotely.
• Option C: Hybrid Service
  • A combination of on-site and remote service delivery.
• Limitations/Requirements for Provider Personnel Access: [Specific Requirements].
• Badging Requirements: [Specific Requirements].
• Adherence to Utah Workplace Safety and Insurance Laws: Provider shall comply with all applicable Utah workplace safety and insurance laws.

Fees and Payment

• Option A: Fixed Project Fee
  • Total project fee: [Dollar Amount].
• Option B: Recurring Retainer
  • Monthly retainer fee: [Dollar Amount].
• Option C: Hourly Rates
  • Hourly rate: [Dollar Amount].
• Option D: Pay-Per-Incident
  • Fee per incident: [Dollar Amount].
• Utah Sales Tax: [Applicable Tax Rate]
• Payment Milestones: [List of Milestones and Payment Amounts].
• Invoicing Cycle: [Monthly/Quarterly/etc.].
• Utah-Mandated Notice for Fee Changes: [Number] days written notice.
• Late-Payment Penalties: [Percentage]% per month.
• Permitted Forms of Payment: [List of Accepted Payment Methods].

Ownership and Licensing

• Option A: Exclusive Rights
  • Client obtains exclusive rights to all deliverables upon full payment.
• Option B: Non-Exclusive Rights
  • Client obtains non-exclusive rights to all deliverables upon full payment.
• Software, Documentation, Custom Code, or Data: [Description of Licensed Items].
• Provider’s Retained Rights: [Description of Retained Rights].
• Use of General Knowledge: Provider retains the right to use general knowledge gained during the project.

Data Protection and Privacy

• Compliance with Utah Personal Information Protection Act (PIPA): Provider shall comply with PIPA in protecting personal data of Utah residents.
• Protocols for Protecting Personal Data: [Description of Protocols].
• Data Breach Notification Procedures: Provider shall follow Utah law regarding data breach notification.
• Sector-Specific Compliance (e.g., HIPAA): [Description of Compliance Requirements], if applicable.

Confidentiality

• Protection of Proprietary Information: Both parties shall protect proprietary business, technical, user, or network information.
• Obligations Surviving Contract Term: Confidentiality obligations shall survive termination of the Agreement.
• Utah Trade Secrets Protections: This agreement is subject to the Utah Uniform Trade Secrets Act.
• Specific Information to be Kept Confidential: [Description of Specific Information].

Quality Assurance and Maintenance

• Error Reporting Period: [Number] days.
• Defect Correction Timelines: [Number] days.
• Patch Management: [Description of Patch Management Procedures].
• Vulnerability Assessments: [Description of Vulnerability Assessment Procedures].
• Upgrade/Support Windows: [Description of Upgrade/Support Windows].
• Warranty vs. Chargeable Work: [Description of Criteria].
• Reference to Industry Best Practices (NIST, ISO IT Standards): Provider will use [NIST, ISO] standards.

Termination

• Option A: Termination for Cause
  • The agreement may be terminated for cause with [Number] days written notice.
• Option B: Termination for Convenience
  • The agreement may be terminated for convenience with [Number] days written notice.
• Option C: Termination for Nonpayment
  • The agreement may be terminated for nonpayment with [Number] days written notice.
• Completion of In-Progress Work: [Description of Responsibilities].
• Data/System Transition Assistance: [Description of Responsibilities].
• Client Obligations for Final Payment: Client shall pay all outstanding invoices.

Dispute Resolution

• Preference for Negotiation/Mediation in Utah: Parties agree to attempt to resolve disputes through negotiation/mediation in Utah.
• Designated Jurisdiction for Legal Proceedings: Salt Lake County, Utah.
• Governing Law: This Agreement shall be governed by the laws of the State of Utah.

Representations and Warranties

• Provider is licensed to do business in Utah.
• Provider will comply with all federal and Utah-specific IT regulations.
• Services will conform to contract specifications.
• Additional representations/warranties: [Description of Additional Representations/Warranties].

Limitations of Liability

• Exclusions: No liability for force majeure, client-side misuse, or unapproved third-party modifications.
• Indemnification: [Description of Indemnification Clause], in compliance with Utah statutes.
• Limit on Liability: [Dollar Amount] or [Percentage of Fees Paid].

Insurance

• Minimum Liability Coverage: [Dollar Amount].
• Cyber Risk Coverage: [Dollar Amount].
• Professional Indemnity/Tech E&O Coverage: [Dollar Amount].
• Certificates of Insurance upon request.

Force Majeure

• Acknowledgement of Utah-specific natural and legal risks.
• Required notification: [Description of Notification Process].
• Resumption of services: [Description of Resumption Process].

Non-Solicitation/Non-Compete

• Duration: [Number] months/years.
• Geographic Scope: [Description of Geographic Scope].
• Compliance with Utah’s Limitations on Restrictive Covenants: This clause shall be interpreted in accordance with Utah law.

Records Retention/Audit Rights

• Retention Period: [Number] years.
• Audit Rights: [Description of Audit Rights], in accordance with Utah data retention laws.

Notice

• Acceptable Forms: Mail, Email.
• Effective Delivery under Utah Law: [Description of Delivery Requirements].
• Addresses for Notice:
  • Provider: [Provider Physical Address], [Provider Email Address].
  • Client: [Client Physical Address], [Client Email Address].

Modification/Amendment

Written changes signed by both parties per Utah contract law.

Entire Agreement

This contract includes all prior agreements and supersedes them.

Enforceability, Severability, Assignment, Third-Party Beneficiaries

These clauses shall be interpreted in accordance with Utah law.

Addenda

Client-Specific, Industry, or Regulatory Addenda: [Description of Addenda], if applicable.

Adaptability

This contract is adjustable for evolving IT standards, cybersecurity threats, and Utah legislative updates.

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

[Provider Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Client Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]