IT support and maintenance contract template (US)

IT Support and Maintenance Agreement

This Agreement is made on Effective Date between Client Name, a Client Entity Type and State, at Client Address ("Client"), and Provider Name, a Provider Entity Type and State, at Provider Address ("Provider").

1. Covered Systems

Provider will support the systems listed in Exhibit A, including about Number of Users users, Number of Devices workstations, Servers and Network Equipment and Software and Cloud Services (the "Covered Systems").

2. Services

• Help desk support by Support Channels during Support Hours

• Remote monitoring, patching and antivirus management

• On-site visits: On-Site Visit Terms

• Backup monitoring and restore testing: Backup Terms

• User account setup and removal

• Vendor coordination for covered hardware and software

Excluded unless agreed in writing: Excluded Services, such as New Projects, Hardware Purchases and Software Development.

3. Response Times

| Priority | Example | Response Target |

| --- | --- | --- |

| Critical | Critical Example, such as Whole Office Down | Critical Response Time |

| High | High Example | High Response Time |

| Normal | Normal Example | Normal Response Time |

4. Fees

Client will pay $Monthly Fee per month in advance, covering the services above. Work outside scope is billed at $Hourly Rate per hour, after Client's approval. After-hours emergency work: $After-Hours Rate per hour. Invoices are due within Payment Days days.

5. Term

This Agreement starts on Start Date and lasts Initial Term, then continues month to month. Either party may end it on Termination Notice Days days' written notice after the initial term.

6. Client Duties

Client will give reasonable access to systems and premises, keep software licensed, name a contact person, and follow Provider's reasonable security recommendations. Provider is not responsible for problems caused by Client's refusal of recommended updates or by unauthorized changes.

7. Security and Data

Provider will access Client data only as needed to perform the services, will follow reasonable security practices, including multi-factor authentication for its own access, and will notify Client promptly of any security incident it discovers. If Client's systems hold health information, the parties will sign a HIPAA business associate agreement before Provider has access.

8. Transition

When this Agreement ends, Provider will give Client all passwords, documentation and configuration records for the Covered Systems, and will reasonably help with handover to a new provider at its hourly rate.

9. Liability

Provider will carry professional liability (errors and omissions) and cyber insurance of at least $Insurance Coverage. NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, AND PROVIDER'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID IN THE Liability Months MONTHS BEFORE THE CLAIM, EXCEPT FOR ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Non-Solicitation

During this Agreement and for Non-Solicit Months months afterward, neither party will directly hire the other's staff who worked on this Agreement without consent, where the law allows this limit.

Independent Contractor

Provider is an independent contractor, controls the manner and means of the work, and is responsible for its own staff, taxes, insurance and tools. Nothing here creates employment, partnership or agency.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Client | Provider |

| --- | --- |

| Signature: Client Signature | Signature: Provider Signature |

| Name: Client Printed Name | Name: Provider Printed Name |

| Date: Client Signing Date | Date: Provider Signing Date |