Virginia IT service contract template

Virginia IT Service Agreement

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

[Provider Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Provider Address] ("Provider"),

and

[Client Legal Name], a [State of Incorporation] [Entity Type] with its principal place of business at [Client Address] ("Client").

1. Description of IT Services

This Agreement governs Provider's provision of IT services to Client.

Option A: Software Development

Description: Development of [Software Name] software according to specifications in Exhibit A.

Deliverables: Source code, executable files, documentation.

Milestones: [List milestones, e.g., Alpha release, Beta release, Final release].

Technical Standards/SLAs: Defined in Exhibit B.

Option B: Network Administration

Description: Managing and maintaining Client's network infrastructure.

Deliverables: Monthly network performance reports.

Milestones: [List milestones, e.g., Network upgrade completion, Security audit completion].

Technical Standards/SLAs: Defined in Exhibit B.

Option C: System Integration

Description: Integrating Client's existing systems with [New System Name].

Deliverables: Integrated system documentation, test results.

Milestones: [List milestones, e.g., Data migration complete, System testing complete].

Technical Standards/SLAs: Defined in Exhibit B.

Option D: Cybersecurity Services

Description: Cybersecurity services including vulnerability assessment, penetration testing, and incident response.

Deliverables: Security assessment reports, incident response plans.

Milestones: [List milestones, e.g., Initial vulnerability scan, Remediation completion].

Technical Standards/SLAs: Defined in Exhibit B.

Option E: Managed IT Support

Description: Managing and maintaining Client’s IT infrastructure and providing helpdesk support.

Deliverables: Helpdesk reports, system maintenance logs.

Milestones: [List milestones, e.g., Helpdesk setup complete, initial system audit complete].

Technical Standards/SLAs: Defined in Exhibit B.

2. Responsibilities

Provider Responsibilities:

Provide services as described in Section 1.

Maintain qualified personnel.

Comply with all applicable laws and regulations.

Client Responsibilities:

Provide access to necessary systems and information.

Provide timely feedback and approvals.

Designate a primary contact: [Primary Contact Name].

3. Service Locations

Option A: Remote Services

Services will be performed remotely.

Option B: On-Site Services (Virginia)

Services will be performed at [Client Address] in Virginia.

Provider will comply with all applicable Virginia laws while on-site.

Option C: Hybrid Services

A combination of remote and on-site services as needed.

Travel and equipment transport provisions are outlined in Exhibit C.

Reimbursement will follow Virginia state taxation and expense rules.

4. Schedule and Deadlines

The project schedule is detailed in Exhibit D.

Client review and approval periods: [Number] days for each deliverable.

Dispute escalation channel: [Describe escalation process].

5. Fee Structure and Payment

Option A: Fixed Price

Total fixed price: [Dollar Amount].

Payment schedule: [Describe Payment Schedule].

Option B: Hourly Rates

Hourly rate: [Dollar Amount] per hour.

Invoice requirements: Detailed time logs.

Option C: Milestone Payments

Payments tied to completion of milestones listed in Section 1.

Payment schedule: Upon Client approval of milestone completion.

Late payment interest: As permitted by Virginia Code § 6.2-303.

Responsibility for Virginia sales and use taxes: [Specify Party].

6. Intellectual Property Rights

Option A: Client Ownership

Client owns all intellectual property rights to work product.

Option B: Provider Ownership with License

Provider owns intellectual property rights, but grants Client a perpetual, non-exclusive license.

Preexisting IP: Remains the property of the respective owner.

Post-termination rights: Defined in Exhibit E.

This section is informed by Virginia common law and, if applicable, the Uniform Computer Information Transactions Act (UCITA).

7. Confidentiality

Scope: All technical, business, and client data.

Permitted disclosures: Only as required by law or with written consent.

Security protocols: As outlined in Exhibit F.

Duration: [Number] years after termination of this Agreement.

Governed by the Virginia Uniform Trade Secrets Act.

8. Cybersecurity and Data Privacy

Detailed security standards: Aligned with [NIST/CIS Controls or other standard].

Data breach notification duties: In accordance with Virginia’s Personal Information Breach Notification Act (§ 18.2-186.6).

Responsibilities under [Federal Regulation, e.g., HIPAA, GLBA] if applicable.

Specific responsibilities for Virginia-based data detailed in Exhibit G.

9. Service Level Commitments

Quantifiable targets for availability, response time, etc., are defined in Exhibit H.

Disaster recovery processes are documented in Exhibit I.

Support ticket escalation policies are described in Exhibit J.

Routine maintenance windows: [Day and Time].

Remedies for unmet SLAs are outlined in Exhibit K.

10. Warranties and Representations

System compatibility: Provider warrants compatibility with Client's existing systems.

Non-infringement: Provider warrants that the services do not infringe on any third-party rights.

Professional standards of care under Virginia contract law.

Software performance warranties as detailed in Exhibit L.

Open source compliance warranties if relevant.

11. Limitation of Liability, Indemnification, and Insurance

Limitations of liability are outlined in Exhibit M, tailored for Virginia practice.

Indemnification clauses: [Describe Indemnification Responsibilities].

Insurance requirements: [List Required Insurance Types and Coverage Amounts]. Cyber insurance requirements where feasible.

12. Acceptance and Testing Protocols

Client UAT (user acceptance testing) period: [Number] days.

Bug/defect rectification period: [Number] days.

Procedures for performance validation prior to final acceptance/payment release.

13. Maintenance, Support, and Upgrade Terms

Scope of included and optional post-implementation services detailed in Exhibit N.

Terms for patches, version upgrades, and end-of-life transitions.

Pricing for services outside the base contract detailed in Exhibit O.

14. Change Requests

Formal processes for approval, documentation, and adjustment of price/schedule.

All change requests must be in writing and signed by both parties, per Virginia contract law.

15. Force Majeure

Definition and procedures following Virginia legal standards for excused nonperformance.

Specific events: [List specific events].

Notice requirements: [Number] days.

16. Termination

Option A: Termination for Cause

Grounds: Breach, insolvency, regulatory failure.

Notice period: [Number] days.

Option B: Termination for Convenience

Client may terminate for any reason.

Notice period: [Number] days.

Obligation to return or destroy client data upon termination.

Payment settlement terms at termination are detailed in Exhibit P.

17. Breach and Remedies

Default triggers: [List Default Triggers].

Cure period: [Number] days.

Remedies: Service credits, re-performance, monetary damages as applicable under Virginia law.

Options for specific performance or injunctive relief per Virginia law.

18. Dispute Resolution

Order of resolution: Negotiation, mediation, binding arbitration, litigation.

Litigation venue: Virginia courts.

Governing law: Commonwealth of Virginia, excluding conflict-of-law principles.

19. Representations and Compliance

Provider is a registered business in Virginia, possessing a Virginia business license, SCC registration number: [SCC Registration Number], and Virginia state tax ID: [Virginia Tax ID].

Compliance with all relevant federal and state IT laws and regulations, including [List specific regulations, e.g., PCI DSS, FERPA].

Adherence to the Virginia Public Procurement Act and special government contracting rules, if applicable.

20. Non-Solicitation and Non-Compete

Clauses are customized for Virginia enforceability standards regarding reasonableness in scope, duration, and geography as per Virginia law.

Details of the clauses are specified in Exhibit Q.

21. Assignment and Subcontracting

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

Subcontracting: [Describe rules for subcontracting]. Responsible party’s liability for subcontractor acts.

22. Amendment

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

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

24. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25. Notices

Acceptable forms: Mail, electronic, courier.

Contact persons: [List Contact Persons].

Deemed delivery dates in line with Virginia practice.

Signature

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

[Provider Legal Name]

By: [Provider Authorized Representative Name]

Title: [Provider Authorized Representative Title]

Signature: ____________________________

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Signature: ____________________________