Vermont IT service contract template

Vermont IT Service Agreement

This Vermont IT Service Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between:

• [Service Provider Legal Name], a [Service Provider Entity Type, e.g., Vermont Corporation] with its principal place of business at [Service Provider Physical Address], and mailing address at [Service Provider Mailing Address] (hereinafter referred to as "Service Provider"), and
• [Client Legal Name], a [Client Entity Type, e.g., Vermont LLC] with its principal place of business at [Client Physical Address], and mailing address at [Client Mailing Address] (hereinafter referred to as "Client").

1. Scope of Services

The Service Provider will provide the following IT services to the Client:

• Option A: Comprehensive IT Management
  • Network Administration
  • Cybersecurity Management
  • Remote Monitoring
  • Software Installation/Configuration
  • Hardware Procurement/Maintenance
  • Data Backup/Disaster Recovery
  • Cloud Solutions
  • Helpdesk Support
  • End-User Training
• Option B: Limited IT Support
  • Helpdesk Support
  • Network Troubleshooting
  • Cybersecurity Consulting
• Option C: Project-Based Services
  • [Description of Project 1]
  • [Description of Project 2]

2. Service Deliverables and Technical Requirements

The specific service deliverables, technical requirements, service levels, system uptime targets, response times, escalation procedures, and acceptance criteria are outlined in [Exhibit A: Service Level Agreement].

• Option A: On-site Services at [Client Location(s)].
• Option B: Remote Services.
• Option C: Hybrid Approach (On-site and Remote).

3. Client Responsibilities

The Client will provide the Service Provider with:

• Option A: Access to necessary facilities, systems, and personnel.
• Option B: Timely responses to inquiries and requests.
• Option C: All reasonably required data and information.

The Client shall provide required assets/information within [Number] days of request. Client response deadline is [Number] business hours.

4. Pricing and Payment Terms

The Client will pay the Service Provider according to the following structure:

• Option A: Flat-Fee of [Dollar Amount] per [Month/Quarter/Year].
• Option B: Time-and-Materials at [Dollar Amount] per hour, plus expenses.
• Option C: Per-Device/Per-User at [Dollar Amount] per [Device/User] per [Month/Quarter/Year].
  • Vermont sales/use tax will be added to invoices where applicable.

Invoices are due within [Number] days of receipt. Late fees of [Percentage]% per month will be applied to overdue invoices, up to the maximum allowed by Vermont law (9 V.S.A. § 41a).

5. Change Management

Any changes to the scope of services must be agreed upon in writing by both parties.

• Option A: Formal Change Request Process outlined in [Exhibit B: Change Management Process].
• Option B: Email notification and confirmation sufficient for minor changes.

6. Intellectual Property

The Service Provider retains all rights to its pre-existing intellectual property. Ownership of any custom code, scripts, or documentation created specifically for the Client under this Agreement will be determined as follows:

• Option A: Client ownership.
• Option B: Service Provider ownership, with a license granted to the Client.
• Option C: Joint ownership.

7. Data Security and Privacy

The Service Provider will comply with the Vermont Personal Information Protection Act (9 V.S.A. § 2430 et seq.) and all other applicable data security and privacy laws.

• Option A: Service Provider will maintain compliance with [Industry Standard, e.g., NIST, HIPAA].
• Option B: Data encryption at rest and in transit is required.
• Option C: Breach notification timeline is [Number] hours, compliant with Vermont law.

8. Business Continuity and Disaster Recovery

The Service Provider will maintain a business continuity and disaster recovery plan to ensure the continuity of services in the event of an emergency.

• Option A: Plan details outlined in [Exhibit C: Business Continuity and Disaster Recovery Plan].
• Option B: Off-site data backups are performed [Frequency, e.g., daily].

9. Warranty

The Service Provider warrants that the services will be performed in a professional and workmanlike manner.

• Option A: Warranty period is [Number] days from service completion.
• Option B: Excluded incidents include force majeure events such as Vermont ice storms.
• Option C: Repair/replacement timeline for mission-critical failures is [Number] hours.

10. Subcontractors

The Service Provider may use subcontractors to perform certain services.

• Option A: Prior written consent from the Client is required for each subcontractor.
• Option B: Subcontractors must comply with all terms of this Agreement, including data protection standards.

11. Confidentiality

The Service Provider will maintain the confidentiality of all Client information.

• Option A: Confidentiality obligations survive termination of this Agreement for [Number] years.
• Option B: Non-disclosure agreement attached as [Exhibit D: Non-Disclosure Agreement].

12. Termination

Either party may terminate this Agreement for breach of contract, non-performance, or insolvency.

• Option A: [Number] days written notice is required for termination due to breach.
• Option B: Immediate termination is permitted for gross negligence or willful misconduct.
• Option C: Upon termination, the Service Provider will provide reasonable assistance to the Client in transitioning services to a new provider.

13. Indemnification

The Service Provider will indemnify and hold harmless the Client from and against any and all claims, damages, losses, and expenses arising out of the Service Provider's negligence or willful misconduct.

• Option A: Indemnification is capped at [Dollar Amount], consistent with insurance coverage.

14. Insurance

The Service Provider will maintain the following insurance coverage:

• Option A: Cyber Liability Insurance with a minimum coverage of [Dollar Amount].
• Option B: General Liability Insurance with a minimum coverage of [Dollar Amount].
• Option C: Errors & Omissions Insurance with a minimum coverage of [Dollar Amount].

15. Dispute Resolution

Any disputes arising out of this Agreement will be resolved through:

• Option A: Direct negotiation.
• Option B: Vermont-based mediation.
• Option C: Arbitration in Vermont, governed by Vermont law.

16. Compliance with Laws

The Service Provider will comply with all applicable Vermont and federal laws, including the Vermont Consumer Protection Act.

17. Service Reporting and Performance Reviews

The Service Provider will provide regular service reports and performance reviews to the Client.

• Option A: Reports will be provided [Frequency, e.g., monthly].
• Option B: Performance reviews will be conducted [Frequency, e.g., quarterly].

18. Records Retention

The Service Provider will retain records as required by Vermont statutes.

19. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including Vermont-specific risks such as regional power outages or weather events.

20. Notices

All notices must be in writing and sent to the addresses listed above.

• Option A: Notices may be sent by certified mail or email.
• Option B: Email notice is deemed effective [Number] business days after sending.

21. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

22. Non-Solicitation

During the term of this Agreement and for [Number] months after termination, neither party will solicit the employees of the other party, in compliance with Vermont labor statutes.

23. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

24. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, and electronic signatures are valid under Vermont's Uniform Electronic Transactions Act.

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

[Service Provider Legal Name]

By: [Service Provider Name]

Title: [Service Provider Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]