Wyoming IT service contract template

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How Wyoming IT service contract Differ from Other States

  1. Wyoming IT service contracts must comply with Wyoming’s data privacy and cybersecurity statutes, differing from stricter regimes in states like California.

  2. Wyoming does not require an explicit IT service provider license, while some states mandate licensing for providers operating within their borders.

  3. Wyoming courts typically enforce contract terms as written, with less intervention than some states that closely regulate unfair clauses.

Frequently Asked Questions (FAQ)

  • Q: Do Wyoming IT service contracts require notarization?

    A: No, IT service contracts in Wyoming generally do not require notarization unless expressly stipulated by the parties.

  • Q: Are electronic signatures valid on Wyoming IT service contracts?

    A: Yes, electronic signatures are recognized as legally valid in Wyoming for IT service contracts under state and federal law.

  • Q: What law governs Wyoming IT service contracts?

    A: Wyoming state law governs these contracts unless the parties agree to another jurisdiction in the contract’s choice of law clause.

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Wyoming IT Service Contract

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

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

1. Scope of Services

This Agreement outlines the IT services Provider will furnish to Client, tailored to Client's infrastructure and business operations in Wyoming.

  • Option A: Network Management:
    • Includes network monitoring, security, and maintenance.
  • Option B: Cybersecurity:
    • Includes vulnerability assessments, penetration testing, and incident response.
  • Option C: Cloud Solutions:
    • Includes cloud migration, management, and optimization.
  • Option D: Technical Support:
    • Includes helpdesk support, on-site support, and remote support.
  • Option E: Hardware/Software Procurement:
    • Includes recommending, purchasing, and installing hardware and software.
  • Option F: System Integration:
    • Includes integrating different IT systems and applications.
  • Option G: Custom Software Development:
    • Includes developing custom software solutions.
  • Option H: Data Backup and Recovery:
    • Includes data backup, disaster recovery planning, and recovery services.
  • Option I: IT Consulting:
    • Includes providing IT strategy, planning, and advisory services.
  • Option J: Helpdesk Support:
    • Includes phone, email, and chat support.
  • Option K: User Training:
    • Includes training users on IT systems and software.
  • Option L: Ongoing System Maintenance:
    • Includes regular system updates, patching, and maintenance.

Specific Deliverables: [Detailed list of deliverables]

Service Level Objectives (SLOs): [Detailed SLOs, including uptime, response times, etc.]

Unique Technological Requirements: [Any specific requirements tailored to Client's needs]

2. Work Process and Schedule

The Provider will follow this work process to deliver the services outlined in Section 1.

  • Option A: Project Management:
    • Key Milestones: [List of key milestones]
    • Deadlines: [Deadlines for each deliverable]
  • Option B: Acceptance Testing:
    • Acceptance Testing Procedures: [Description of testing procedures]
    • Acceptance Criteria: [Criteria for completion and client approval]

3. Client Responsibilities

Client shall provide the following resources and support to the Provider.

  • Option A: Access and Information:
    • Facility and System Access: [Description of access provided]
    • Existing Hardware/Software Inventory: [Client responsibility to provide inventory]
  • Option B: Points of Contact:
    • Designated Points of Contact: [List of designated points of contact]
  • Option C: Security and Timeliness:
    • Security Credentials: [Provision of security credentials]
    • Timelines for Feedback: [Clear timelines for feedback and information]

4. Performance Standards

Provider will adhere to the following performance standards.

  • Option A: Uptime and Response:
    • Uptime Guarantees: [Uptime percentage guarantee]
    • Incident Response Times: [Response time for different incident severities]
  • Option B: Escalation and Recovery:
    • Issue Escalation Protocols: [Protocols for escalating issues]
    • Disaster Recovery Plans: [Description of disaster recovery plans]
  • Option C: Severity Classifications
    • Critical
    • High
    • Medium
    • Low
  • Option D: Compliance
    • Compliance with Best Practices: [Reference to NIST, CIS, or other standards]

5. Project Location and Access

The project will be performed at the following location:

  • Option A: On-Site
    • Client Location: [Client's Wyoming Location]
    • On-Site Access Requirements: [Specific requirements for on-site access]
  • Option B: Remote
  • Option C: Hybrid (Specify On-site/Remote Split): [Details of hybrid arrangement]

Wyoming Workplace Safety and Insurance Regulations: The Provider shall comply with the Wyoming Workers' Compensation Act if personnel are on-site.

Travel Reimbursement Policies (if applicable): [Details of travel reimbursement policies within Wyoming]

6. Compensation

Client shall compensate Provider as follows:

  • Option A: Service Fees:
    • Hourly Rate: [Hourly rate]
    • Fixed Price: [Fixed price for the entire project]
    • Milestone-Based: [Payment schedule based on milestones]
    • Subscription: [Subscription fee and period]
  • Option B: Payment Schedule:
    • Payment Milestones: [List of payment milestones]
  • Option C: Invoicing and Taxes:
    • Invoicing Procedures: [Description of invoicing procedures]
    • Wyoming State Sales/Use Tax: [Applicable tax information]
    • Tax Exemption Procedures (if applicable): [Procedures for tax exemption]
  • Option D: Late Payment Penalties: [Details of late payment penalties]
  • Option E: Acceptable Payment Methods: [List of acceptable payment methods]

7. Intellectual Property (IP) Ownership

Ownership of intellectual property developed during the term of this Agreement.

  • Option A: Client Ownership:
    • Developed Software, Documentation, Scripts, Configurations owned by Client after acceptance and full payment.
  • Option B: Provider Ownership with License:
    • Provider retains licenses or usage rights (including pre-existing provider materials, third-party software licensing, and open-source use/disclosure).

Portfolio Display Provisions: [Agreement on Provider's rights to display work in portfolio, compliant with Wyoming trade practices]

8. Confidentiality and Data Security

Provider agrees to maintain the confidentiality and security of Client's data in compliance with Wyoming Statutes Title 6.

  • Option A: Non-Disclosure:
    • Obligation not to disclose Client data or proprietary information.
  • Option B: Security Controls:
    • Technical Security Controls: [Description of technical security controls]
    • Data Encryption: [Details of data encryption methods]
    • Access Rights Management: [Description of access rights management]
  • Option C: Data Destruction:
    • Post-Termination Data Destruction: [Procedures for data destruction]

9. Data Privacy

If IT services involve handling Personally Identifiable Information (PII) of Wyoming residents, adherence to Wyoming state laws on personal information protection is required.

Incident Notification Rules: [Reference to Wyoming data breach notification statutes]

10. Regulatory and Industry-Specific Compliance

Provider will comply with the following regulations:

  • Option A: HIPAA Compliance (if applicable): Support for HIPAA.
  • Option B: CJIS Compliance (if applicable): CJIS Policy compliance.
  • Option C: Local Government Compliance: Compliance with local government contract disclosure requirements.

11. Quality Assurance and Warranty

Provider warrants that services will be performed to a professional standard.

  • Option A: Quality Assurance:
    • Quality Assurance Criteria: [Detailed criteria for quality assurance]
    • Root-Cause Analysis: [Procedures for root-cause analysis]
  • Option B: Warranty:
    • Warranty Period: [Length of warranty period]
    • Warranty Conditions: [Conditions for warranty coverage]
  • Option C: Post-Service Support: [Description of post-service support]
    • Helpdesk Hours (Mountain Time): [Helpdesk Hours in Mountain Time]
  • Option D: Free Maintenance Period: [Length of free maintenance period]
  • Option E: Remediation Timelines:
    • Rapid Remediation and Escalation Timelines: [Timelines for fixing IT failures or vulnerabilities]

12. Documentation and Knowledge Transfer

Provider will provide documentation and training.

  • Option A: Documentation:
    • Systems, Configurations, and Passwords Documentation.
  • Option B: Training:
    • Knowledge Transfer and Training Obligations: [Details of training provided]
    • Format: (On-site in Wyoming, remote webinar, or written guides).
    • Trainer Qualifications: [Requirements for trainer qualifications]
    • Client Approval of Training Outcomes.

13. Subcontractors

Use of Subcontractors:

  • Option A: Use Permitted
    • Permitted Subcontractors: [List of permitted subcontractors]
    • Subcontractor Compliance with Wyoming Laws.
    • Client Approval Required for Subcontractor Use.
  • Option B: No Subcontractors Permitted

Equivalent security and confidentiality undertakings required on all subcontractors.

14. Liability Limitations and Indemnification

Liability limitations and indemnification clauses, in accordance with Wyoming law.

  • Software malfunction, data loss, information security breaches, delay, business interruption, acts of third parties
  • Indemnity obligations for Willful Misconduct or gross negligence (while conforming to Wyoming’s prohibition against certain contractually imposed damages, and reviewing compliance with W.S. §1-39-104 for contracts with governmental entities)

15. Force Majeure

Events of Force Majeure and Procedures.

  • Considerations specific to Wyoming: severe weather, wildfires, and public health emergencies.
  • Notification and remediation plans.

16. Termination

Procedures and Reasons for Contract Termination.

  • Default
  • For convenience
  • Insolvency
  • Persistent service failure

Wyoming-required notice periods, client right to terminate for nonperformance, and payment for accepted work to date.

17. Dispute Resolution

Procedures for Dispute Resolution.

  • Efforts at amicable settlement.
  • Exclusive application of Wyoming law.
  • Venue for litigation/arbitration in Laramie County (or another agreed Wyoming county).
  • Referencing the enforceability of electronic signatures under the Wyoming Uniform Electronic Transactions Act.

18. Insurance Requirements

Insurance Requirements.

  • General liability
  • Professional/technology errors and omissions
  • Cyber liability
  • Workers’ compensation for onsite work

Referencing required statutory minimums.

19. Non-Solicitation and Non-Compete

Non-Solicitation and Non-Compete Obligations.

  • Carefully tailored to protect both client and provider business interests and constrained in duration and geography to comply with Wyoming public policy.

20. Assignability

Contract Assignability.

  • Client’s prior written consent for assignment or change of control.
  • Specifically reference Wyoming anti-assignment doctrines or statutory limitations as needed.

21. Compliance with Laws

Provider shall comply with all relevant federal, state, and local statutes and regulations.

22. Amendments

Any amendment must be in writing and signed by both parties.

23. Required Wyoming State Boilerplate (If Applicable)

Include all required Wyoming state “boilerplate” contract notices or provisions if contracting with a governmental entity (such as ethics, public records, or fiscal funding out).

24. Appendices

  • Technical Statements of Work
  • Pricing Matrices
  • Detailed Deliverable Lists
  • Insurance Certificates

25. Entire Agreement

This written contract constitutes the entire agreement between the parties, superseding all prior representations and agreements.

Severability, waiver, and survival of key obligations after termination.

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

[IT Service Provider Legal Name]

By: [IT Service Provider Authorized Representative Name]

Title: [IT Service Provider Authorized Representative Title]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

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