[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-it-service-agreement-D13422":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CLIENT], (the \"Client\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice",null,"IT Service Agreement","8",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":15,"description":6},"it service agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"IT Service Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13422.png","https://templates.business-in-a-box.com/imgs/600px/13422.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,99,115,130,144,161],{"label":36,"url":37,"thumb":38,"extension":10},"Service Level Agreement","/template/service-level-agreement-D778","https://templates.business-in-a-box.com/imgs/250px/778.png",{"label":40,"url":41,"thumb":42,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":44,"url":45,"thumb":46,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":48,"url":49,"thumb":50,"extension":10},"Web Site Development and Service Agreement","/template/web-site-development-and-service-agreement-D5181","https://templates.business-in-a-box.com/imgs/250px/5181.png",{"label":52,"url":53,"thumb":54,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":56,"url":57,"thumb":58,"extension":10},"Residential Service Agreement","/template/residential-service-agreement-D14047","https://templates.business-in-a-box.com/imgs/250px/14047.png",{"label":60,"url":61,"thumb":62,"extension":10},"Terms of Service Agreement","/template/terms-of-service-agreement-D920","https://templates.business-in-a-box.com/imgs/250px/920.png",{"label":64,"url":65,"thumb":66,"extension":10},"Service Agreement","/template/service-agreement-D12711","https://templates.business-in-a-box.com/imgs/250px/12711.png",{"label":68,"url":69,"thumb":70,"extension":10},"Website Service Agreement Terms of Use","/template/website-service-agreement-terms-of-use-D840","https://templates.business-in-a-box.com/imgs/250px/840.png",{"label":72,"url":73,"thumb":74,"extension":10},"Janitorial Service Agreement","/template/janitorial-service-agreement-D13994","https://templates.business-in-a-box.com/imgs/250px/13994.png",{"label":76,"url":77,"thumb":78,"extension":10},"Personal Service Agreement","/template/personal-service-agreement-D14028","https://templates.business-in-a-box.com/imgs/250px/14028.png",{"label":80,"url":81,"thumb":82,"extension":10},"Service Management Agreement","/template/service-management-agreement-D14054","https://templates.business-in-a-box.com/imgs/250px/14054.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":91,"description":6},"non disclosure agreement nda",[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":96,"url":97},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":113,"url":114},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[109,112],{"label":110,"url":111},"Software & Technology","software-technology-business",{"label":110,"url":111},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":119,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":124,"keywords":128,"url":129},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[125],{"label":126,"url":127},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":142,"url":143},"BROKERAGE AGREEMENT This Brokerage Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Broker\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Customer desires to purchase/sell [SPECIFY]. WHEREAS, Broker desires to provide sales and marketing services on behalf of [COMPANY NAME] for a commission. WHEREAS, Customer desires to have Broker render certain sales, marketing and advertising services. WHEREAS the broker has contacts and expertise in the [SPECIFY] industry and wishes to act as an intermediary for [SPECIFY] to facilitate the Customer's transaction. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: LEGAL COMPLIANCE As stipulated in the following industry: [SPECIFY], the Broker must comply with all applicable laws and regulations and must have obtained all appropriate and necessary licenses to provide brokerage services. Broker is responsible for maintaining all his licenses, fees, expenses or other related business obligations Broker incurs and Customer shall not be responsible for any expense or obligation incurred by Broker in the execution of this Agreement or the rendering of the Services. SCOPE OF AGREEMENT Broker shall use reasonable effort to [SPECIFY] in accordance with the legislation and policies of [COMPANY NAME]. Broker shall use reasonable time and efforts to find buyers/sellers for the following product or services [SPECIFY]. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. EXCLUSIViTY During the term of this Agreement, the Broker will have the exclusive right to introduce potential buyers/sellers who are not already known to the Customer. COMMISSION The commission rate shall be [SPECIFY] % of the net value of the product/service bought/sold by the Customer, as a direct result of an introduction, which is consistent with similar transactions in the industry. The Customer having the right of final approval of the deal For the purpose of this Agreement, net commission shall mean the commission after fees and deductions are applied. Deductions may include but are not limited to: agreed upon marketing and advertising costs, unpaid balances owed to Customer from Broker, taxes, fees, transaction fees, credit card fees, NSF fees, courier fees, reductions due to error or omissions, or fees for any incentive program that the Broker voluntarily participates in. All settlement closing dates determine when commissions and deductions shall be applied. Customer shall not be responsible for commissions and compensation earned by Broker for sales that are later canceled, returned, revoked, made invalid, result in a chargeback or are otherwise not credited to the Broker for any reason. Customer reserves the right to deduct commissions and fees paid to Broker from future commissions in order to bring incorrect commissions paid to Broker into balance. PAYMENT OF COMMISSION Payment of commission will be computed on transactions in the calendar month and made after the closing thereof. Acceptable forms of payment include the following [SPECIFY]. OWNERSHIP RIGHTS Broker shall endeavor to ensure that Customer shall be able to retain, under the fullest extent under the law, all customer lists, contracts, records and all intellectual property rights in any text, images or other components created for Customer pursuant to this Agreement. Broker agrees that any material, content, plan or idea prepared by Broker or submitted to Customer for approval at any stage which is not utilized at the termination of this Agreement shall remain the property of Customer. Upon termination or expiration of this Agreement, Broker agrees to be solely responsible for returning any Customer materials, process documents, customer lists, contract lists, internal documents or advertisements","Brokerage Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/brokerage-agreement-D12696.png","https://templates.business-in-a-box.com/imgs/250px/12696.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12696.xml",{"title":138,"description":6},"brokerage agreement",[140,141],{"label":18,"url":94},{"label":18,"url":94},"consulting agreement","/template/consulting-agreement-D12696",{"description":145,"descriptionCustom":6,"label":146,"pages":86,"size":9,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":159,"url":160},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":151,"description":6},"statement of work",[153,156],{"label":154,"url":155},"Sales & Marketing","sales-marketing",{"label":157,"url":158},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":162,"descriptionCustom":6,"label":163,"pages":86,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":176},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":168,"description":6},"data processing agreement",[170,173],{"label":171,"url":172},"Finance & Accounting","finance-accounting",{"label":174,"url":175},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":179,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":440,"comparisons":465,"diy_vs_lawyer":478,"jurisdictions":491,"related_template_ids_curated":512,"schema":521,"classification":522},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"IT Service Agreement Template (Free Word)","Free IT service agreement template for MSPs, IT consultancies, and integrators. Covers scope, SLAs, fees, data handling, security, and termination. Free Word and PDF download.","it service agreement template",[184,185,186,187,188,189,190],"managed services agreement template","it services contract template","it consulting agreement template","msp contract template","it service level agreement template","technology services agreement template","it support agreement template free",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":177},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An IT Service Agreement is a legally binding contract between a customer and an IT services provider — such as a managed service provider (MSP), systems integrator, or IT consultancy — that defines the scope of work, deliverables, service fees, response and resolution SLAs, security obligations, data handling requirements, and term. This free Word download gives you a professionally structured starting point you can edit online and export as PDF for signature.\n","Use it before any managed services engagement, IT project, or ongoing support retainer begins — whenever a provider will have access to your systems, data, or infrastructure. It is equally important for the provider to issue it as a standard engagement document for every new client.\n","Scope of services and excluded work, fee structure and invoicing schedule, response and resolution SLA tiers, security and data handling obligations, confidentiality, IP ownership of deliverables, limitation of liability, indemnification, term, and termination conditions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Managed service providers","Formalizing recurring support relationships with small and mid-market clients","persona-it-provider",{"title":208,"use_case":209,"icon_asset_id":210},"IT consultants and freelancers","Establishing project scope, deliverables, and payment terms before work begins","persona-consultant",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Engaging an external IT provider with enforceable SLAs and data protections","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Operations and IT managers","Standardizing vendor contracts to include security and incident response obligations","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Systems integrators","Contracting multi-phase infrastructure deployments with defined milestones and acceptance criteria","persona-startup-founder",{"title":224,"use_case":225,"icon_asset_id":226},"Startup CTOs","Outsourcing infrastructure management while retaining IP and data sovereignty","persona-cto",[228,232,236,240,244,248,251],{"situation":229,"recommended_template":230,"slug":231},"Recurring managed services with monthly flat-fee pricing","Managed Services Agreement","administrative-services-agreement-D850",{"situation":233,"recommended_template":234,"slug":235},"One-time IT project with defined deliverables and a fixed fee","IT Project Agreement","it-project-manager-job-description-D11665",{"situation":237,"recommended_template":238,"slug":239},"Break-fix or on-call support billed hourly","IT Support Contract","support-agreement-D13404",{"situation":241,"recommended_template":242,"slug":243},"Software development or custom application build","Software Development Agreement","custom-software-development-agreement-D787",{"situation":245,"recommended_template":246,"slug":247},"Cloud infrastructure management and DevOps services","Cloud Services Agreement","cloud-service-agreement-D13921",{"situation":249,"recommended_template":163,"slug":250},"Third-party vendor with access to customer personal data","data-processing-agreement-D13954",{"situation":252,"recommended_template":253,"slug":254},"Protecting confidential system architecture before initial discussions","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"Service Level Agreement (SLA)","A contractual commitment specifying the minimum response and resolution times the provider must meet for different categories of incident or request.",{"term":260,"definition":261},"Managed Service Provider (MSP)","A company that remotely manages a customer's IT infrastructure and end-user systems under a recurring subscription model.",{"term":263,"definition":264},"Response Time","The maximum time between a customer reporting an incident and the provider acknowledging it and beginning active work.",{"term":266,"definition":267},"Resolution Time","The maximum time from incident acknowledgment to full restoration of normal service, as defined by priority tier.",{"term":269,"definition":270},"Scope of Services","The specific tasks, systems, and deliverables the provider is contracted to perform — everything outside this list is excluded work.",{"term":272,"definition":273},"Change Order","A written amendment to the original agreement that documents agreed changes to scope, timeline, or fees before additional work begins.",{"term":275,"definition":276},"Limitation of Liability","A clause capping the maximum financial exposure of either party — typically expressed as a multiple of fees paid in a defined period.",{"term":278,"definition":279},"Indemnification","An obligation by one party to compensate the other for specified losses, claims, or damages arising from defined events or breaches.",{"term":281,"definition":282},"Uptime Guarantee","A contractual commitment — expressed as a percentage, e.g., 99.5% — specifying the minimum availability of a managed system or service per billing period.",{"term":284,"definition":285},"Data Processing Agreement (DPA)","A separate contract — required under GDPR and similar laws — governing how a service provider handles personal data on behalf of the customer.",{"term":287,"definition":288},"Acceptance Criteria","Specific, measurable conditions that a deliverable must satisfy before the customer is obligated to accept it and trigger the associated payment milestone.",{"term":290,"definition":291},"Subcontractor","A third party engaged by the provider to perform part of the contracted services, for whose work the provider typically remains responsible to the customer.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties, recitals, and definitions","Identifies the customer and provider as legal entities, states the purpose of the agreement, and defines the key terms used throughout the document.","This IT Service Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] between [PROVIDER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Provider'), and [CUSTOMER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Customer').","Using trade names instead of registered legal entity names. If the contracting entity doesn't match the entity that invoices or employs the technicians, enforcing the agreement — especially the limitation of liability — becomes complicated.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Scope of services and exclusions","Describes exactly what the provider will do, references any Statement of Work (SOW), and explicitly lists what is out of scope to prevent scope creep disputes.","Provider shall perform the services described in Schedule A ('Services'). Any work not expressly listed in Schedule A — including hardware procurement, third-party licensing, and on-site visits outside [REGION] — is excluded and subject to a separate Change Order.","Omitting an explicit exclusions list and relying on 'the services described in Schedule A' alone. Without written exclusions, customers routinely request adjacent work as included, and disputes arise over what 'managing the network' actually covers.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Fees, invoicing, and payment terms","States the monthly retainer or project fee, invoicing frequency, due date, accepted payment methods, and the consequences of late payment.","Customer shall pay Provider a monthly fee of $[AMOUNT] due within [30] days of invoice date. Invoices are issued on the 1st of each month. Overdue balances accrue interest at [1.5]% per month. Provider may suspend services after [15] days of non-payment with [5] days' written notice.","No service-suspension clause for non-payment. Without it, the provider must continue performing while pursuing collections — and courts in some jurisdictions require continued performance absent a clear contractual right to suspend.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Service level commitments (SLAs)","Defines response and resolution time targets by incident priority tier, specifies how priority is determined, and sets the remedy — typically a service credit — when targets are missed.","Priority 1 (critical — system down): Response within [1] hour, resolution within [4] hours. Priority 2 (high — major degradation): Response within [4] hours, resolution within [1] business day. Service credits of [5]% of monthly fee apply per missed SLA, up to a maximum of [15]% per month.","Promising SLA credits without capping the aggregate monthly credit. Uncapped credits can exceed the monthly fee for a single bad month, creating a financial liability larger than the contract value.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Security obligations and incident response","Sets minimum security standards the provider must maintain — encryption, access controls, vulnerability patching cadence — and specifies how quickly a security incident must be reported to the customer.","Provider shall maintain industry-standard security controls including [AES-256] encryption for data in transit and at rest, multi-factor authentication for all administrative access, and patch critical vulnerabilities within [72] hours of disclosure. Provider shall notify Customer of any confirmed security incident within [24] hours of discovery.","Referencing 'industry-standard security' without defining what that means. Vague security language is unenforceable and provides no basis for a breach claim if the provider's controls prove inadequate.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Data handling, confidentiality, and ownership","Governs how the provider accesses, stores, and disposes of customer data; prohibits use of customer data for any purpose other than service delivery; and clarifies that customer data remains customer property at all times.","All Customer Data remains the sole property of Customer. Provider shall access Customer Data only as necessary to perform the Services, shall not transfer it to third parties without written consent, and shall return or destroy all Customer Data within [30] days of agreement termination.","No data-return-or-destruction clause. Without it, customer data can remain on provider systems, cloud backups, or subcontractor environments indefinitely after the agreement ends — creating regulatory exposure for both parties.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Intellectual property ownership of deliverables","Specifies who owns custom work product — scripts, configurations, documentation, or code — created by the provider during the engagement.","All custom deliverables created specifically for Customer under this Agreement ('Custom Deliverables') are assigned to Customer upon receipt of full payment. Provider retains ownership of its pre-existing tools, methodologies, and general-purpose scripts ('Provider IP'), and grants Customer a non-exclusive license to use Provider IP embedded in Custom Deliverables.","No IP ownership clause at all, leaving the customer with a perpetual license risk — particularly for custom scripts or configurations that become embedded in critical infrastructure. Providers who retain all IP can restrict the customer's ability to switch vendors.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Limitation of liability","Caps the provider's maximum financial exposure to the customer, typically at the total fees paid in the prior 12 months, and excludes liability for consequential, incidental, or punitive damages.","Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Customer in the [12] months immediately preceding the claim. In no event shall either party be liable for indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.","No mutual limitation — applying the cap only to the provider. A customer who suffers a breach but also causes a provider loss (e.g., by providing inaccurate environment details) may face uncapped exposure without a mutual clause.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Term, renewal, and termination","Sets the initial contract term, auto-renewal conditions, required notice periods for cancellation, and the circumstances allowing either party to terminate for cause or convenience.","This Agreement commences on [START DATE] and continues for an initial term of [12] months, renewing automatically for successive [12]-month periods unless either party provides [60] days' written notice before renewal. Either party may terminate for cause upon [30] days' written notice if a material breach remains uncured.","Auto-renewal without a minimum notice period that is realistic for procurement cycles. A 30-day cancellation window on a 12-month contract often lapses before the customer's procurement or legal team has reviewed the renewal, creating an unwanted additional year of commitment.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law, dispute resolution, and general provisions","Specifies the jurisdiction whose laws govern the agreement, whether disputes go to arbitration or court, and standard boilerplate covering entire agreement, amendments, and waiver.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY]. Disputes shall first be submitted to non-binding mediation before either party may initiate arbitration or litigation. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations or understandings.","Choosing a governing law with no connection to where either party operates. Some jurisdictions have consumer-protection or data-privacy statutes that apply regardless of the contractual choice of law — selecting a neutral state does not always provide the protection the provider expects.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify the parties and effective date","Enter the full registered legal names of the provider and customer entities, their principal addresses, and the date the agreement takes effect. Confirm the entity type (LLC, Inc., Ltd.) matches official registration records.","If the provider operates under a trade name, add a 'doing business as' reference — e.g., '[PROVIDER LEGAL NAME], doing business as [TRADE NAME]' — to avoid confusion on invoices.",{"step":350,"title":351,"description":352,"tip":353},2,"Draft Schedule A: scope of services and exclusions","List every specific service the provider will perform — systems monitored, platforms managed, ticket categories covered — and add an explicit exclusions section listing adjacent work that is out of scope.","Walk through the last three client escalations and ask whether each request would fall inside or outside the scope you've drafted. Gaps become disputes.",{"step":355,"title":356,"description":357,"tip":358},3,"Set fees, invoicing schedule, and late-payment terms","Enter the monthly or project fee, the invoicing date, the payment due date (Net 15 or Net 30 are standard for IT MSPs), the interest rate for overdue balances, and the notice period before service suspension.","Net 15 significantly improves MSP cash flow compared to Net 30 — propose it as the default for new clients rather than waiting to negotiate.",{"step":360,"title":361,"description":362,"tip":363},4,"Define SLA tiers and service credit remedies","Create at minimum three priority tiers — critical, high, and standard — and assign response and resolution time targets to each. Set a service credit percentage for each missed SLA and cap the aggregate monthly credit.","Tie SLA priority definitions to measurable impact (e.g., 'more than 50% of users unable to access core systems') rather than subjective terms like 'urgent' or 'important.'",{"step":365,"title":366,"description":367,"tip":368},5,"Specify security controls and incident notification windows","List the specific security controls the provider will maintain — MFA, encryption standards, patch cadence — and set a precise notification window for security incidents (24 hours is common; some regulated industries require faster).","If the customer is subject to HIPAA, PCI-DSS, or SOC 2 requirements, align the security clause with those frameworks by name and reference any applicable compliance obligations.",{"step":370,"title":371,"description":372,"tip":373},6,"Address data handling, IP ownership, and subcontractors","Confirm that customer data remains customer property, add a data-return-or-destruction timeline on termination, specify who owns custom deliverables, and state whether subcontractors are permitted and under what conditions.","If the provider uses any offshore subcontractors, name them or the categories in a Schedule — GDPR and Canadian PIPEDA require customers to know where their data is processed.",{"step":375,"title":376,"description":377,"tip":378},7,"Set the limitation of liability cap and mutual exclusions","Cap total liability at 12 months of fees paid, apply the cap mutually to both parties, and list the carve-outs — fraud, willful misconduct, and data breach caused by the provider's negligence are commonly excluded from the cap.","Providers should not carve out liability for all data breaches — courts increasingly refuse to enforce limitation clauses for gross negligence in security incidents, and attempting to do so can undermine the entire clause.",{"step":380,"title":381,"description":382,"tip":383},8,"Confirm term, auto-renewal notice, and termination triggers","Set the initial term (12 months is standard), the auto-renewal period, the cancellation notice window (60 days is common), and the cure period for material breach before termination for cause is effective.","Add a calendar reminder for 75 days before each contract anniversary to review whether to renew, renegotiate, or cancel — the notice window closes faster than it appears.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Vague security language with no defined controls","A clause requiring 'industry-standard security' without defining the specific controls provides no enforceable benchmark. If a breach occurs, neither party can objectively determine whether the provider was in compliance.","List specific controls — MFA for all privileged access, AES-256 encryption, critical patch application within 72 hours — and reference a recognized framework such as NIST CSF or CIS Controls as the minimum baseline.",{"mistake":390,"why_it_matters":391,"fix":392},"No explicit exclusions list in the scope section","Without a written exclusions list, customers interpret ambiguous phrases like 'managing the network' to include hardware replacement, third-party vendor coordination, and after-hours on-site visits — all of which represent significant provider cost.","Add a dedicated exclusions subsection to Schedule A listing at least five categories of work not covered — hardware procurement, licensing, physical cabling, end-user training, and third-party application support are the most common.",{"mistake":394,"why_it_matters":395,"fix":396},"Uncapped SLA service credits","During a catastrophic incident or extended outage, uncapped credits can accumulate to a value exceeding the monthly fee, making the contract a net negative for the provider even while they work to resolve the issue.","Cap aggregate monthly service credits at a defined percentage of the monthly fee — 15–20% is the standard range — and exclude from credit calculations any downtime caused by the customer, third-party outages, or force majeure events.",{"mistake":398,"why_it_matters":399,"fix":400},"No data-return-or-destruction obligation on termination","Customer data left on provider systems, backup tapes, or cloud storage after contract end creates ongoing regulatory exposure — particularly under GDPR, HIPAA, and PIPEDA — and gives the provider inadvertent leverage over the departing customer.","Include a clause requiring the provider to return all customer data in a portable format and confirm destruction of all copies within 30 days of termination, with written certification.",{"mistake":402,"why_it_matters":403,"fix":404},"Auto-renewal with a short or poorly disclosed cancellation window","A 30-day cancellation notice on a 12-month contract regularly results in customers being locked into an unwanted renewal year because procurement, legal, or finance did not review the contract in time.","Use a 60-day minimum cancellation notice window and require the provider to send a written renewal reminder no later than 90 days before the renewal date.",{"mistake":406,"why_it_matters":407,"fix":408},"One-sided limitation of liability clause","Applying the liability cap only to the provider and leaving the customer's liability uncapped creates a negotiating obstacle and, if the customer is a large enterprise, a meaningful financial risk to the provider for errors in environment documentation or access provisioning.","Apply the liability cap mutually and define the carve-outs — fraud, gross negligence, willful misconduct, and IP infringement — symmetrically for both parties.",[410,413,416,419,422,425,428,431,434,437],{"question":411,"answer":412},"What is an IT service agreement?","An IT service agreement is a legally binding contract between a customer and an IT services provider — such as an MSP, consultancy, or systems integrator — that defines the scope of services, fees, SLAs, security obligations, data handling requirements, and termination conditions. It governs both ongoing managed services engagements and discrete IT projects, replacing informal statements of work with enforceable obligations on both sides.\n",{"question":414,"answer":415},"What should an IT service agreement include?","At minimum: parties and definitions, scope of services with explicit exclusions, fee structure and payment terms, SLA tiers with response and resolution time targets, security controls and incident notification requirements, data handling and ownership, IP ownership of custom deliverables, limitation of liability, indemnification, term and auto-renewal conditions, termination rights, and governing law. Missing any of these — particularly the scope exclusions and liability cap — creates disputes that are expensive to resolve.\n",{"question":417,"answer":418},"What is a service level agreement (SLA) in an IT contract?","An SLA is the section of the IT service agreement that commits the provider to specific, measurable performance targets — typically response time (how quickly the provider acknowledges an incident) and resolution time (how quickly normal service is restored) for each priority tier. SLAs also define the remedy — usually a service credit — when targets are missed, and the conditions under which credits are not owed, such as outages caused by the customer or by third-party infrastructure.\n",{"question":420,"answer":421},"Is an IT service agreement the same as a managed services agreement?","The terms are used interchangeably, but there is a practical distinction. A managed services agreement specifically covers ongoing, recurring infrastructure management under a flat monthly fee. An IT service agreement is broader — it can govern project-based work, break-fix support, consulting engagements, or a combination of all three. A well-drafted IT service agreement typically includes a Schedule A that defines whether the engagement is managed services, project-based, or time-and-materials.\n",{"question":423,"answer":424},"Who owns the work product created by an IT provider?","Ownership depends entirely on the contract. Without an explicit IP clause, the general default in most jurisdictions is that the creator — the provider — owns the work product unless it qualifies as a work-made-for-hire under applicable copyright law. Customers should insist on an IP assignment clause transferring ownership of custom deliverables upon full payment, while allowing the provider to retain a license to reuse pre-existing tools and methodologies.\n",{"question":426,"answer":427},"What liability cap is standard in an IT service agreement?","The most widely used cap is 12 months of fees paid immediately preceding the claim. Some providers negotiate a cap of 3–6 months for lower-risk engagements; high-risk roles involving sensitive data or critical infrastructure sometimes see 24-month caps. Carve-outs for the cap — meaning situations where the cap does not apply — typically include fraud, willful misconduct, gross negligence in a security breach, and IP infringement.\n",{"question":429,"answer":430},"Do I need a separate data processing agreement for GDPR compliance?","Yes. If the IT provider processes personal data of EU residents on behalf of the customer, GDPR Article 28 requires a separate Data Processing Agreement (DPA) — or a clearly delineated DPA addendum within the main contract — that specifies the categories of data, processing purposes, subprocessors, security measures, and data subject rights obligations. Relying solely on a confidentiality clause in the main agreement is not sufficient for GDPR compliance.\n",{"question":432,"answer":433},"Can I use an IT service agreement for a cloud or SaaS project?","Yes, with additions. Cloud and SaaS engagements should add provisions for uptime guarantees (expressed as a monthly percentage), scheduled maintenance windows, data portability on termination, and the provider's obligations regarding the security of the underlying cloud infrastructure. If the provider is a reseller of third-party cloud services, the agreement should clarify which SLAs are pass-through obligations from the upstream provider and which are the MSP's own commitments.\n",{"question":435,"answer":436},"What notice period should the IT service agreement require for cancellation?","Sixty days is the standard notice period for monthly managed services contracts with a 12-month initial term. Shorter windows — 30 days — are appropriate for month-to-month or break-fix arrangements. Longer windows — 90 days — are common for enterprise agreements with complex transition obligations. Pair the cancellation notice period with a contractual requirement for the provider to deliver transition assistance for a defined period after notice is given.\n",{"question":438,"answer":439},"Does an IT service agreement need to be reviewed by a lawyer?","For standard managed services engagements with an SMB customer and straightforward scope, a high-quality template with tailored SLAs and scope schedules is typically sufficient. Legal review is strongly recommended when the customer is in a regulated industry (healthcare, finance), when the engagement involves access to highly sensitive data, when the contract value exceeds $100K annually, or when the customer demands significant modifications to the liability and indemnification provisions.\n",[441,445,449,453,457,461],{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare and life sciences","industry-healthtech","HIPAA Business Associate Agreement required as an addendum; security incident notification window often contractually compressed to 24 hours or less; access controls for EHR systems must be explicitly defined.",{"industry":446,"icon_asset_id":447,"specifics":448},"Financial services","industry-fintech","PCI-DSS compliance obligations must be referenced by name; customer audit rights over provider security controls are common; regulatory change management clauses address evolving compliance requirements.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional services","industry-professional-services","Client data segregation and conflict-of-interest provisions are critical when the MSP serves multiple competing firms; project milestone billing and acceptance criteria are standard for consulting engagements.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail and e-commerce","industry-retail","PCI-DSS scope for payment card environments, peak-season SLA uptime commitments tied to promotional calendars, and e-commerce platform integration support are typical addenda.",{"industry":458,"icon_asset_id":459,"specifics":460},"Manufacturing and industrial","industry-manufacturing","OT and SCADA network segmentation obligations, on-site response time SLAs for production-critical systems, and vendor-neutral hardware sourcing clauses address the unique IT/OT convergence risks.",{"industry":462,"icon_asset_id":463,"specifics":464},"SaaS and technology companies","industry-saas","Cloud infrastructure management SLAs tied to product uptime commitments, CI/CD pipeline security requirements, and clear IP ownership of DevOps tooling and automation scripts.",[466,468,471,474],{"vs":253,"vs_template_id":254,"summary":467},"An NDA protects confidential information shared during preliminary discussions but creates no obligations around service delivery, SLAs, fees, or liability. An IT service agreement includes confidentiality provisions as one clause among many — making a standalone NDA redundant once the service agreement is signed. Use the NDA before contract negotiations begin; replace it with the service agreement once terms are agreed.",{"vs":242,"vs_template_id":469,"summary":470},"software-development-agreement-D13246","A software development agreement governs the creation of a specific software application — with milestones, acceptance testing, and source code ownership as its core concerns. An IT service agreement governs ongoing infrastructure management, support, and consulting services. If the engagement involves both managed services and a custom build, both agreements are typically needed, or the service agreement is extended with a software development SOW.",{"vs":117,"vs_template_id":472,"summary":473},"independent-contractor-agreement-D160","An independent contractor agreement governs a self-employed individual performing defined tasks — it focuses on worker classification, payment, and basic IP assignment. An IT service agreement is designed for a business-to-business services relationship and adds SLAs, security obligations, data handling, limitation of liability, and indemnification that are absent from a standard contractor agreement. Using a contractor agreement for an MSP relationship leaves critical protections off the table.",{"vs":475,"vs_template_id":476,"summary":477},"Service Level Agreement (standalone)","D{SLA_PLACEHOLDER_ID}","A standalone SLA document defines performance metrics and remedies but is not a complete contract — it lacks fee terms, IP ownership, limitation of liability, and termination rights. An IT service agreement incorporates SLA commitments as one clause within a full contractual framework. A standalone SLA is appropriate as an addendum to an existing master services agreement, not as a replacement for the underlying contract.",{"use_template":479,"template_plus_review":483,"custom_drafted":487},{"best_for":480,"cost":481,"time":482},"MSPs and IT consultants onboarding SMB clients for standard managed services or project work in a single jurisdiction","Free","30–60 minutes per engagement",{"best_for":484,"cost":485,"time":486},"Engagements involving regulated industries, sensitive personal data, contracts over $100K annually, or customers requesting material liability modifications","$500–$1,500","3–5 business days",{"best_for":488,"cost":489,"time":490},"Enterprise IT outsourcing, multi-jurisdiction deployments, critical infrastructure environments, or contracts where the provider is taking on significant compliance obligations","$3,000–$10,000+","2–6 weeks",[492,497,502,507],{"code":493,"name":494,"flag_asset_id":495,"note":496},"us","United States","flag-us","No single federal statute governs IT services contracts, but sector-specific regulations impose obligations on providers — HIPAA for healthcare data, GLBA for financial services, and state breach notification laws (all 50 states have them) require rapid incident disclosure. California's CPRA and other state privacy laws may require a data processing addendum even for B2B engagements. Non-compete clauses for individual technicians vary sharply by state.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"ca","Canada","flag-ca","PIPEDA and its provincial equivalents (particularly Quebec's Law 25, which imposes GDPR-like requirements) require a written contract governing personal data processing — a standalone DPA or addendum is essential for any engagement touching Quebec data. Provinces vary on limitation periods for contract claims (2 years in most, 6 years in some). French-language contract requirements apply to provincially regulated businesses in Quebec.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"uk","United Kingdom","flag-uk","The UK GDPR (retained post-Brexit) requires a written controller-processor contract for any personal data processing. The ICO expects contracts to specify security measures, subprocessor controls, and data subject rights obligations. The Investigatory Powers Act and NIS Regulations impose additional obligations on providers managing network and information systems for certain sectors. Limitation clauses excluding liability for death or personal injury caused by negligence are unenforceable under the Unfair Contract Terms Act 1977.",{"code":508,"name":509,"flag_asset_id":510,"note":511},"eu","European Union","flag-eu","GDPR Article 28 mandates a Data Processing Agreement for any IT provider acting as a processor of personal data — it must be a separate document or clearly delineated addendum. The NIS2 Directive (effective October 2024) imposes incident reporting obligations within 24 hours for significant incidents affecting essential and important entities. Member states vary on enforceability of limitation of liability clauses; German courts, for example, apply the AGB-Recht rules to standard-form contracts and may strike clauses that are unreasonably one-sided.",[254,243,472,513,514,515,516,250,517,518,519,520],"service-agreement-D12711","consulting-agreement-D12696","master-service-agreement-D12657","statement-of-work-D12981","web-site-hosting-agreement-D776","general-non-compete-agreement-D882","change-order-D13613","project-proposal-D12678",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":94,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"services-and-consulting","agreement","software-and-technology","all-stages",[528,529,530,531,532],"legal","it-service-agreement","managed-services","sla","service-contract",0.92,"\u003Ch2>What is an IT Service Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>IT Service Agreement\u003C/strong> is a legally binding contract between a customer and an IT services provider — such as a managed service provider (MSP), systems integrator, or IT consultancy — that establishes the complete terms governing the working relationship. It defines the scope of services and explicit exclusions, the fee structure and invoicing schedule, response and resolution SLAs by priority tier, security controls, data handling and ownership obligations, IP rights over custom deliverables, limitation of liability, and termination conditions. Unlike an informal statement of work or a simple offer letter, a properly drafted IT service agreement creates enforceable obligations on both sides and removes the ambiguity that generates costly disputes when systems go down, data is breached, or scope expands beyond what was originally discussed.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without an IT service agreement exposes both the provider and the customer to compounding risks. A provider working under a verbal arrangement or a thin SOW has no contractual basis to limit liability if a migration goes wrong and the customer claims lost revenue — awards for consequential damages in IT disputes regularly exceed the total contract value. The customer, meanwhile, has no enforceable SLA to cite when response times slip, no written obligation compelling the provider to return data on termination, and no IP assignment ensuring that custom scripts and configurations actually belong to them. Regulatory exposure compounds the risk: HIPAA, GDPR, and state breach notification laws require specific contract language between controllers and processors that a generic agreement will not cover. This template gives IT providers a professional, enforceable starting point for every new client engagement and gives customers the baseline protections — SLAs, security obligations, data return, and a liability cap — that any competent IT engagement requires.\u003C/p>\n",1781185974432]