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IT Managed Services Contract for the United States

IT Managed Services Contract Template for United States

An IT Managed Services Contract is a comprehensive legal agreement used in the United States that establishes the terms and conditions under which an IT service provider delivers ongoing management, maintenance, and support of a client's IT infrastructure and systems. The contract addresses service levels, performance metrics, data security, compliance requirements, and liability considerations while adhering to federal and state-specific regulations governing technology services and data protection.

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What is a IT Managed Services Contract?

The IT Managed Services Contract serves as the primary legal framework for outsourced IT service relationships in the United States. This document is essential when organizations seek to delegate their IT operations to specialized service providers, ensuring clear accountability, service standards, and risk allocation. The contract typically covers infrastructure management, help desk support, cybersecurity, data protection, and system maintenance, while incorporating relevant regulatory requirements such as HIPAA, SOX, or GDPR compliance where applicable. It's designed to protect both parties' interests while establishing clear performance metrics and operational procedures.

What sections should be included in a IT Managed Services Contract?

1. Parties: Identification of service provider and client, including legal entities and addresses

2. Background: Context of the agreement and brief description of the services to be provided

3. Definitions: Key terms used throughout the agreement defined for clarity

4. Services Scope: Detailed description of IT services to be provided

5. Service Levels: Performance metrics, response times, and service quality standards

6. Term and Termination: Duration of agreement and conditions for termination

7. Fees and Payment: Pricing structure, payment terms, and billing procedures

8. Data Protection and Security: Information security requirements and data handling procedures

9. Confidentiality: Protection of sensitive information and trade secrets

10. Liability and Indemnification: Limitations of liability and indemnification obligations

What sections are optional to include in a IT Managed Services Contract?

1. Transition Services: Process for transitioning services from existing providers when taking over from another service provider

2. Disaster Recovery: Procedures for handling system failures and emergencies, typically included for critical systems or when required by client

3. Personnel Requirements: Specific staffing requirements and qualifications, included when specific expertise or security clearances are needed

4. Compliance Requirements: Industry-specific regulatory compliance obligations, necessary when serving regulated industries like healthcare or finance

5. Intellectual Property Rights: Ownership and usage rights of software and systems, included when custom development or licensed software is involved

What schedules should be included in a IT Managed Services Contract?

1. Service Level Agreement (SLA): Detailed performance metrics and service standards

2. Pricing Schedule: Detailed breakdown of fees and charging mechanisms

3. Equipment Schedule: List of hardware and equipment covered under the agreement

4. Software License Schedule: Details of software licenses and terms of use

5. Security Requirements: Detailed security protocols and requirements

6. Business Continuity Plan: Procedures for maintaining service during disruptions

7. Key Personnel: List of key staff and their roles/responsibilities

8. Change Control Procedure: Process for managing changes to services or requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Service Agreement

Cost

Free to use
Clauses







































Industries

Computer Fraud and Abuse Act (CFAA): Federal law that prohibits accessing a computer without authorization or exceeding authorized access. Essential for defining security responsibilities and unauthorized access prevention in IT services.

Electronic Communications Privacy Act (ECPA): Extends government restrictions on wire taps to include transmitted electronic data. Important for data privacy and electronic communications handling in IT services.

Gramm-Leach-Bliley Act: Requires financial institutions to explain their information-sharing practices and protect sensitive data. Relevant when handling financial data.

Health Insurance Portability and Accountability Act (HIPAA): Provides data privacy and security provisions for safeguarding medical information. Must be considered when handling healthcare data.

Federal Information Security Management Act (FISMA): Defines framework for protecting government information, operations and assets against threats. Essential for government-related IT services.

Sarbanes-Oxley Act (SOX): Requires proper internal control structures and assessment procedures for financial reporting. Important when providing IT services to public companies.

State Data Breach Notification Laws: Various state-specific requirements for notifying individuals of security breaches of personally identifiable information. Must be incorporated into incident response procedures.

California Consumer Privacy Act (CCPA): Enhances privacy rights and consumer protection for residents of California. Must be considered when handling data of California residents.

General Data Protection Regulation (GDPR): EU data protection regulation that may apply when handling data of EU residents, even for US-based services.

Payment Card Industry Data Security Standard (PCI DSS): Security standards for organizations that handle credit card information. Must be complied with if processing payment card data.

Uniform Commercial Code (UCC): Standardized set of business laws regulating commercial transactions. Relevant for contract formation and enforcement.

Electronic Signatures in Global and National Commerce Act (ESIGN): Facilitates the use of electronic records and signatures in interstate and foreign commerce. Important for contract execution.

Copyright Act: Protects original works of authorship including software and documentation. Essential for intellectual property provisions in IT services.

Trade Secrets Protection: Laws protecting confidential business information that provides competitive advantage. Important for confidentiality provisions.

Fair Labor Standards Act: Federal law establishing standards for wage and overtime pay. Relevant when discussing service delivery and staff arrangements.

Federal Trade Commission Act: Prohibits unfair or deceptive practices in commerce. Important for service level agreements and marketing claims.

NIST Cybersecurity Framework: Voluntary guidance for private sector organizations to better manage and reduce cybersecurity risk. Important for defining security standards and practices.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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