It Service Agreement - Download Free Template

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,

oftware, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all

ntellectual

roperty 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

services being provided by the Service Provider

to the

Client under this

greement

“

Confidential Information” will include all data and information relating to the business and management

of the Company

, including but not limited to, Client list

, 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

arty who shall be disseminating the Confidential Information to the Receiving Party.

“Receiving Party” shall mean the

arty to whom the Confidential Information is disclosed.

TERM

e Client

and the Service Provider agree that

the

present Agreement shall be in force

from the [DATE]

unless terminated by either of the

rties in accordance

with

the present Agreement

SCOPE OF THE AGREEMENT

The

Service Provider shall provide the

Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the

arties, during the Term

SERVICES

WORK ORDER

The

Service Provider agrees to provide

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 C

lient

shall become binding between the

arties and made a part hereof. Each

Work Order

entered into by the

arties in connection herewith shall be subject to, and the obligations of the

arties 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

read and construed as one

with this Agreement,

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 SERVIC

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 C

lient

acknowledges that the Service Provider’s ability to perform

the

ervices will require the C

lient

to timely perform certain tasks and provide certain tangible and intangible items. The C

lient

hereby agrees to perform its obligations hereunder, and the

arties acknowledge that

the

lient

’s failure to perform such obligations may adversely affect the Service Provider’s ability to meet its performance obligations under the condit

ons 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 PARTI

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

arties shall not assign any rights under the present Agreement to any other

arty without the mutual written consent of the

arties. 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

ervices. 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

ervices 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

erm of this

greement that are related in any way and manner to the fulfillment of

the

Service Provider’s obligations flowing from this

greement

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 rece

ipt of the invoices, the Client

shall cross check the invoices and if it has

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. If the Client

fails to raise any dispute within

[

NUMBER OF

DAYS]

days of the receipt of the

invoice,

then the invoice shall be deemed to be accepted.

If the Client

fails to make the payments of the accepted invoices within

[

NUMBER OF

DAYS]

days from the date of acceptance of

the

invoice

then the Service Provider in its sole discretion reserves the right to halt the

ervices up

until

the time the payment for the rendered

rvices is cleared by the Client

If the Client

raises any dispute over

raised invoice within seven (7) days of its

receipt,

then the

arties shall

attempt to

amicably resolve the dispute

and if the dispute is not able to be resolved through amicable efforts

then the

Client

shall move for formal arbitration for resolving the dispute.

The continuance of the work as anticipated under the present Agreement shall depend upon the mutual decision of the

arties.

All payments shall be made via

[

MODE OF PAYMENT].

The

arties shall be liable to pay their applicable taxes.

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

The

arties

understand

that some information may be of a confidential and sensitive nature.

The

arties

agree

not to discuss or disclose information

associated

with

this

Agreement

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the

Licensor

, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but n

ot limit

ed to, customers of the Clients

on whom

the

Service Provider

called or with whom

the

Service Provider

became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the

Client

either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Service Provider

at the time of disclosure to

the

Client

evidence

d by written records of Service Provider

, (b) has become publicly known and made generally available through no wrongful act of

the

Service Provider

, or (c) has been rightfully received by

the

Service Provider

from a third party who is authorized to make such disclosure

Non-

Use and Non-Disclosure.

The

Service Provider

shall not, during or subsequent to the Term of this Agreement: (i) use t

he Client

’s Confidential Information for any purpose whatsoever other than the performance of the Se

rvices on behalf of the Client

, or (ii) disclose the Client

’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole p

roperty of the Client

The

Service Provider

shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such C

onfidential Information.

The

Service Provider

, his/her servants, agents, and employees shall not use, disseminate or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manag

er then appointed by the

Client

. Upon completion of the Services, or termination of this Agreement, or

at any time thereafter,

the

Service Provider

and his/her servants, agents, and employees shal

l promptly return to the Client

, or

upon the request of the Client

shall destroy or delete all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings

blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforement

oned items developed by

the

Service

rovider

pursuant to his/her performance of the Services or ot

erwise belonging to the Client

. If requested by

the

Client

, upon the termination or expiration of

this Agreement with the Service Provider

the

Client

agrees to and shall execute and deliver a termination certification attesting to the performance of the terms an

d conditions of this

ection

which may be provided b

the

Service Provider

in its sole discretion and timing

REPESENTATION AND WARRANTIES

Each

Party

represent

and warrant

to each other as follows:

It has full power and authority to enter into this Agreement

including all rights necessary

to make the foregoing assignments to each other

hat in performing under the Agreement

it will not violate the terms of any agreement with any third party.

The

Service Provider re

presents and warrants to

the

Client

that it has sufficient expertise, training

and experience to

(a)

accomplish the Services; and (b) execute the agreements which state that all work done by the Service Provider will be a work made for hire.

The Client

shall be responsible to conduct proper

and reasonable checks for the

ervices provided

by the Service Provider.

DEFAULTS, REMEDIES AND TERMINATION

Events of Default: Each of the following shall constitute an Event of Default under this Agreement

Material Breach

Either the Client

the

Service Provider shall fail in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.

Material Misrepresentation

- Any represent

ation made by either the Client

or Service Provider hereunder shall be false or incorrect in any material respect when made, or is false in any material respect at any point in time if the representation is one to which

the

Service Provider has a continuing duty to make.

Bankruptcy

- Either the C

lient

or Service Provider shall

apply for or consent to the appointment of a trustee, receiver, liquidator, custodian, or the like for itself or its properties, or

the

same is sought without

the

Service Provider’s consent

in any case or proceeding;

be unable, or admit in writing the inability to pay its debts as they mature, or liquidation, reorganization of its debts, dissolution, or winding-up, or the composition or readjustment of its debts is sought without

the

Service Provider’s consent

in any case or proceeding;

make a general assignment for th

e benefit of its creditors;

commence a voluntary case, or have an involuntary case commenced against it under applicable legal requirement, or file a petition, answer, or consent

seeking reorganization; or

take any action for the purpose of effecting, or acquiescing in or to, any of the foregoing

Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above

the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have fifteen (15) days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such fifteen (15)

day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.

Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice was given for an Event o

f Default as defined in section 11.2

of this

greement

and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement and/or any

Work Order

upon at least thirty (30) days

’

prior written notice to the defaulting Party. Upon termination of this Agreement and/or any

Work Order

, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination and any other rights, obligations, or liabilities that which, by their nature, are intended to survive termination of the Agreement and/or any

Work Order

Termination for N

o Default

Either

arty may forthwith terminate this

greement with thirty (30) days

’

prior written notice to the other.

The Service Provider shall immediately assign all the rights in the existing work or any work in progress in case of termination of any

roject or work given to the Service Provider prior to the date of termination.

The Client

shall pay an equitable amount in lieu of partially completed work or any work in progress and full price as decided for the works and

rojects completed by the Service Provider.

SEVERABILITY

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

DISPARAGEMENT

The Service Provider

and the Client

mutually agree that either

arty will not, directly or indirectly, disparage or talk negatively about the other

arty or any of its affiliates to any person or entity (including without limitation to any former, existing, or prospective clients or

ontractors or any person or entity with whom any such other

arty does business) and will not, directly or indirectly, make or ratify any public statement, oral or written, that disparages or talks negatively about any such other

arty or any of its affiliates

Notwithstanding the foregoing, nothing in this

ection shall prevent any person or entity from

responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement or making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or

[

NUMBER OF

DAYS]

days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

WAIVER

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

AND LIMITATION OF LIABILITY

Indemnification

Parties

shall be indemnified and held harmless by

the

other

arty

from and against

all

claims of any nature, wh

atsoever, arising out of

the

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

Limitation of Liability:

The Service Provider shall not have any liability or responsibility whatsoever for any actions or failures or for any serious misconduct or deliberate acts on the part of a

nother party

ENTIRE AGREEMENT

This

Agreement

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

SERVICE PROVIDER CLIENT

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

It Service Agreement - Download Free Template It Service Agreement - Download Free Template

It Service Agreement - Download Free Template