Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Parties
This IT Service Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}.
BETWEEN:
{{service_provider_company_name}}, a company duly incorporated under the laws of {{jurisdiction_service_provider}}, with its principal place of business at {{service_provider_address}} (hereinafter referred to as "Service Provider").
AND
{{client_company_name}}, a company duly incorporated under the laws of {{jurisdiction_client}}, with its principal place of business at {{client_address}} (hereinafter referred to as "Client").
The Service Provider and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".
Recitals
WHEREAS, the Client desires to obtain IT services, and the Service Provider is engaged in the business of providing such IT services.
WHEREAS, the Parties wish to enter into this Agreement to define the terms and conditions under which the Service Provider will provide IT services to the Client.
Scope of Services
The Service Provider agrees to provide the IT services as detailed in Schedule A (Service Level Agreement) attached hereto and incorporated by reference (the "Services"). These Services include, but are not limited to, {{list_of_services_e.g._network_maintenance,_software_support,_data_backup}}.
Any changes to the scope of Services must be mutually agreed upon in writing by both Parties.
Service Level Agreement (SLA)
The Service Provider shall perform the Services in accordance with the service levels set out in Schedule A. This includes, but is not limited to, availability targets, response times, and resolution times for incidents.
The Service Provider shall use all reasonable efforts to meet the agreed-upon service levels.
Fees and Payment
The Client agrees to pay the Service Provider for the Services at the rates specified in Schedule B (Fees and Payment Schedule) attached hereto and incorporated by reference.
Invoices will be submitted {{billing_frequency_e.g._monthly,_quarterly}} and are due within {{payment_due_days}} days of the invoice date.
Late payments may be subject to interest at a rate of {{interest_rate}}% per annum or the maximum rate permitted by law, whichever is lower.
Confidentiality
Both Parties agree to keep confidential all non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (the "Confidential Information").
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.
Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a period of {{initial_term_years}} years, unless terminated earlier in accordance with the provisions herein (the "Term").
Either Party may terminate this Agreement by providing {{notice_period_days}} days' written notice to the other Party in the event of a material breach of this Agreement by the other Party, provided such breach is not cured within the notice period.
Upon termination of this Agreement, the Client shall pay all outstanding fees for Services rendered up to the date of termination.
Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement by the indemnifying Party.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of {{arbitration_body}}.
Entire Agreement
This Agreement, including its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
Signature Block
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
______________________________
By: {{service_provider_signatory_name}}
Title: {{service_provider_signatory_title}}
For: {{service_provider_company_name}}
______________________________
By: {{client_signatory_name}}
Title: {{client_signatory_title}}
For: {{client_company_name}}
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