Wisconsin IT service contract template

Wisconsin IT Service Agreement

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

• [Service Provider Legal Name], a [State of Incorporation] [Business Entity Type], with its principal place of business at [Service Provider Address], hereinafter referred to as "Provider," and
• [Client Legal Name], a [State of Incorporation] [Business Entity Type], with its principal place of business at [Client Address], hereinafter referred to as "Client."

The Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

Reference Number: [Contract Reference Number]

Services Provided

This Agreement outlines the IT services the Provider will provide to the Client. These services may include, but are not limited to:

• Option A: Hardware and Software Installation
• Option B: System Integration
• Option C: Network Configuration
• Option D: IT Consulting
• Option E: Cybersecurity Protection
• Option F: Cloud Service Management
• Option G: Help Desk Support
• Option H: Regular Maintenance
• Option I: On-Site and Remote Troubleshooting
• Option J: Software Licensing Management
• Option K: Data Backup and Disaster Recovery Planning
• Option L: System Performance Monitoring
• Option M: User Training

Scope of Work and Service Levels

The specific scope of work, deliverables, and technical specifications are detailed in Exhibit A, attached hereto. The following service levels (SLAs) will apply:

• Option A: Response Time: [Response Time, e.g., 1 hour]
• Option B: Resolution Time: [Resolution Time, e.g., 4 hours]
• Option C: Uptime Guarantee: [Uptime Percentage, e.g., 99.9%]
• Option D: Performance Indicators: [List Performance Indicators, e.g., average CPU load]

The Client will receive regular performance reports as specified in Exhibit A.

Client Responsibilities

The Client is responsible for:

• Option A: Providing necessary equipment.
• Option B: Providing access to systems.
• Option C: Providing timely approvals.
• Option D: Designating a primary point of contact: [Client Point of Contact Name], [Client Point of Contact Email], [Client Point of Contact Phone]

Work Location, Access, and Security

Services will be performed:

• Option A: On-site at [Client Location]
• Option B: Remotely
• Option C: Hybrid (combination of on-site and remote)

All access and security protocols will comply with Client's security policies and industry best practices, including compliance with Wisconsin-specific data security standards.

Service Schedule and Support

The standard service schedule is [Days of the Week], [Hours of Operation]. Emergency support is available [Emergency Support Availability, e.g., 24/7] at an after-hours rate of [After-Hours Rate].

Software and Licenses

The following software, hardware, and third-party licenses will be procured or managed by the Provider: [List of Licenses]. Compliance with all applicable licensing laws is the responsibility of [Responsible Party, e.g., Provider]. This includes proper handling of open-source and proprietary software, complying with relevant Wisconsin jurisdiction.

Fees and Payment

The total service fees will be calculated as follows:

• Option A: Fixed Fee: [Fixed Fee Amount]
• Option B: Hourly Rate: [Hourly Rate]
• Option C: Retainer: [Retainer Amount] per [Payment Period].

Invoices will be issued [Invoice Frequency, e.g., monthly] and are due within [Payment Terms, e.g., 30 days] of the invoice date. Late fees of [Late Fee Percentage]% per month will apply to overdue invoices. Payments can be made via [Payment Methods, e.g., bank transfer, check].

Taxes

[Responsible Party, e.g., Client] is responsible for paying all applicable Wisconsin and local taxes, including sales, use, and excise taxes.

Ownership and Intellectual Property

Ownership of work product and intellectual property is as follows:

• Option A: Client Ownership: All custom code, software configurations, documentation, and other deliverables are the sole property of the Client.
• Option B: Provider Ownership: Provider retains ownership of pre-existing intellectual property.
• Option C: Licensing Terms: Specific deliverables are subject to the licensing terms outlined in Exhibit B.

This section is subject to relevant Wisconsin trade secret and copyright statutes.

Confidentiality and Data Security

Both parties agree to maintain strict confidentiality and data security. Data handling, encryption, retention, and breach notification processes will comply with the Wisconsin Data Breach Notification Law (Wis. Stat. § 134.98) and other applicable laws. This section also incorporates relevant HIPAA or GLBA requirements if healthcare or financial IT is in scope.

Privacy

Privacy provisions will comply with Wisconsin's general consumer protection and data privacy regulations, noting any industry-specific requirements for health, education, or financial services.

Cybersecurity Standards

The Provider will implement mandatory cybersecurity standards, such as [Cybersecurity Standards, e.g., NIST, CISA], and will follow the incident response procedures outlined in Exhibit C.

Acceptance Testing and Service Handover

Procedures for acceptance testing, service handover/transition, reporting protocols, and escalation contacts are detailed in Exhibit D.

Maintenance and Support

The maintenance and support period is [Maintenance Period]. Included services are [List Included Services]. Excluded services are [List Excluded Services]. Service response and resolution targets are specified in Section 2. Terms for paid upgrades or enhancements will be provided separately.

Changes and Upgrades

Client-requested changes, system upgrades, or additional services will require a change order, including documentation, fee adjustments, and revised delivery schedules.

Suspension and Termination

This Agreement may be suspended or terminated for:

• Option A: Breach of Contract
• Option B: Non-Payment
• Option C: Insolvency
• Option D: Violation of Law

[Number] days' written notice is required for termination. The effect on outstanding obligations and client data return or deletion will be as outlined in Exhibit E.

Dispute Resolution

Any disputes will be resolved through:

• Negotiation
• Mediation
• Wisconsin-based Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, and the venue for any legal action shall be in the state courts located in [County Name] County, Wisconsin, referencing Wis. Stat. Chapter 801 as applicable.

Liability and Indemnification

Liability limitations and Provider indemnification for damages, including terms for data loss, security incident liability, third-party IP claims, force majeure events, and compliance with Wisconsin contract damages principles are outlined in Exhibit F. Exclusions for consequential or indirect loss apply.

Warranty Disclaimer and Remedies

Except as expressly provided herein, the Provider disclaims all warranties, express or implied. Remedies in case of non-conformance or breach are detailed in Exhibit G, referencing Wisconsin's implied warranty law if applicable.

Insurance

The Provider shall maintain the following insurance coverage:

• Professional Liability: [Coverage Amount]
• Cyber Liability: [Coverage Amount]
• Worker’s Compensation: As required by Wisconsin law.

Non-Solicitation and Non-Compete

Non-solicitation and non-compete clauses are subject to current Wisconsin statutes. The non-compete agreement will be valid for [Duration] within a [Radius] mile radius.

Contractor Requirements

All IT contractors/employees assigned to the Client meet any Wisconsin-specific technician licensing or background check requirements.

Compliance Warranty

The Provider warrants that all services adhere to all applicable federal and Wisconsin statutes, regulations, and local ordinances, including consumer protection laws, digital records keeping, and data protection legislation.

Notices

All notices shall be in writing and sent to the addresses listed above via [Notice Methods, e.g., certified mail, email].

Electronic Signatures

Electronic signatures are valid and comply with Wisconsin’s Uniform Electronic Transactions Act (UETA, Wis. Stat. § 137.11 et seq.).

Severability

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

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. Any modifications to this contract must be made in writing and signed by authorized representatives of both parties in compliance with Wisconsin’s Statute of Frauds (Wis. Stat. § 241.02).

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

[Service Provider Legal Name]

By: [Service Provider Authorized Representative Name]

Title: [Service Provider Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]

• Exhibits:
• Exhibit A: Scope of Work and Service Levels
• Exhibit B: Intellectual Property Licensing Terms
• Exhibit C: Incident Response Procedures
• Exhibit D: Acceptance Testing and Service Handover
• Exhibit E: Termination Procedures
• Exhibit F: Liability and Indemnification Details
• Exhibit G: Warranty and Remedies
• Data Processing Agreement (if applicable)
• Acceptable Use Policy (AUP)
• Security Policies