This Data Services Agreement is used when a company wishes to outsource certain of
its data services requirements to a data services agency. This document contains the
material terms and conditions of the agreement including the services to be provided, a
fee and payment schedule and the term of the agreement. It contains numerous
standard clauses as well as options for customization to address the specific needs of
the contracting parties. This agreement should be used by a data services agency
when providing services to a client.
Data Services Agreement
This agreement is entered as of _________________, [Instruction: Insert date.] by and between
__________________, [Instruction: Insert hiring company name.] a _____ [Instruction:
Insert company formation information.] ("Company"), and _______________________,
[Instruction: Insert data services company name.] a ______ [Instruction: Insert data
services company formation information.] ("Data Services Agency") (“Agreement”).
WHEREAS Company wishes to outsource certain of its data services requirements; and
WHEREAS Data Services Agency is in the business of providing such data services and wishes
to assume such obligations.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.
1. Data Services Agency shall perform the following tasks (each, an “Outsourced Service” and
collectively, the “Outsourced Services”), as Company’s agent:
A. Data Services Agency will establish and maintain an organization and process to
provide data support services to Customer as more fully set forth in Exhibit A-
Data Support Services. Such support services may generally include such items
as firewall development and installation, develop and maintain a disaster recovery
plan for Company in the occurrence of a disaster situation and periodically test
such plan, database replication and system backup. [Comment: Parties may wish
to more fully set forth the types of services to be provided here.]
2. Data Services Agency will provide the Outsourced Services upon the following schedule
______. [Comment: Insert the agreed upon times. If disaster recovery and subsequent
business interruption is part of the agreed upon services, parties should carefully
consider the timing of recovery efforts herein. Included in this consideration should be
where Company will set up alternate/temporary location and if same changes any of the
3. Data Services Agency shall be paid for the Outsourced Services according to the fee and
payment schedule set forth as Exhibit B-Fee and Payment Schedule.
4. This Agreement shall commence on the date hereof and shall continue for a period of one (1)
year from the date hereof (the "Initial Term"). This Agreement shall automatically be
extended for successive one (1) year terms (each a "Renewal Term") unless either party gives
the other written notice of its intention not to extend this Agreement at least ninety (90) days
prior to the end of the then current term, or unless terminated as provided elsewhere herein
(the Initial Term, together with each Renewal Term, if any, being collectively referred to
herein as the "Term"). Any time after expiration of the Initial Term, Data Services Agency
may change the prices and terms on which Outsourced Services will be provided by
providing at least one hundred twenty (120) days prior written notice to Company (the "Fee
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Notice Period"). Company shall have the right, in its sole discretion, to reject such changes
and, in such case; this Agreement shall automatically terminate without penalty to either
party upon expiration of the Fee Notice Period. [Instruction: Parties may revise the
language set forth in this paragraph to reflect their agreement.]
5. The parties hereto agree that Data Services Agency’s performance of some or all of the
Outsourced Services hereunder may be terminated as set forth herein. It is parties’ mutual
understanding that a termination of provision of one Outsourced Service shall not be deemed
a termination of provision of any or all other types of Outsourced Services set forth herein.
In the event provision of one type of Outsourced Service is terminated, provision of all other
types of Outsourced Services shall be ongoing, unless separately terminated pursuant to the
terms of this Agreement by the terminating party.
6. Company shall permit reasonable access for Data Services Agency to its facilities in
connection with work hereunder as required. No charge shall be made for such visits.
7. Data Services Agency will undertake all reasonable efforts to provide data services pursuant
to the terms of this Agreement but Data Services Agency does not guarantee that the any
such service will be error-free. [Comment: If data management services are included in
scope of services, parties may wish to include additional language regarding obligations
with respect to same, if other than as set forth herein.] Data Services Agency shall not be
held responsible for the actions (whether intentional or unintentional, in good faith or
otherwise) of any of Company’s employees (which shall include for purposes of this
Agreement, Company’s employees, contractors, directors and agents) with respect to saving
or backing up of data, or other utilization of any system for which Data Services Agency
provides Outsourced Services hereunder which may cause such system, or computer to make
any data obsolete. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES, CONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD
PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE
USAGE. EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE
ARE PROVIDES 'AS IS'. Data Services Agency is not liable for incidental, special or
consequential damages for any reason (including loss of data or other business or property
damage), even if foreseeable or if Company has advised of such a claim. Data Services
Agency’s liability shall not exceed the fees that Company has paid under this agreement.
Company agrees that the pricing for the services would be substantially higher but for these
8. Company hereby understands, acknowledges and agrees that in any data services support, a
potential for data loss exists. It shall be Company’s sole responsibility to perform any
required, necessary, requested or desired data backup. Data Services Agency shall not be
liable for any such data loss, or any loss to Company as a result of such data loss. Company
shall also be solely responsible for any data reinstallation, except as otherwise set forth in this
Agreement or pursuant to a separate agreement between the parties.
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9. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of the Company, the Data Services Agency (including for
purposes hereof, its employees, agents, representatives, consultants and contractors) shall not
directly or indirectly use, disclose, disseminate or otherwise reveal any confidential
information, including but not limited to information regarding Company personnel, and
shall maintain confidential information in confidence for a period of five (5) years from the
date of termination or expiration of this Agreement, for whatever reason. Upon termination
or expiration of this Agreement for any reason whatsoever, Company and Data Services
Agency shall leave with or return to the other all documents, records, notebooks, computer
files, and similar repositories or materials containing confidential information of the other
party and such other party's affiliates, including any and all copies thereof. Any data
serviced pursuant to this Agreement is and shall remain the exclusive property of Company,
and Company shall retain any and all applicable rights in and to such data.
10. With respect to all matters relating to this Agreement, Data Services Agency shall be deemed
to be an independent contractor. Data Services Agency shall not represent itself or its
organization as having any relationship to Company other than that of an independent agent
for the limited purposes described in this Agreement. Nothing in this Agreement shall be
deemed to create any joint-venturer, employee-employee relationship or partnership
agreement between the parties hereto.
11. [Comment: Parties may wish to discuss and include here mutual indemnification
language with respect to potential claims regarding the provision of the specified
services, and specifically, the potential for data loss. As the scope of indemnification
language is very broad, no specific language is included herein.]
12. In the event of litigation to resolve a dispute pursuant to this Agreement, the prevailing party
shall be entitled to collect reasonable attorney’s fees and costs in addition to any judgment.
13. This Agreement shall remain in effect for the term specified herein unless otherwise
terminated by the parties. Either party may terminate this agreement in whole or in party by
giving not less than ninety days’ written notice to the other party by registered mail to the
principal place of business of the other. Notice of termination shall become effective upon
receipt of such notice by the party to whom it is addressed. Each party shall remain liable
hereunder during such notice period.
14. All indemnification obligations shall survive the termination of our services or the
termination or expiration of this Agreement. [Comment: If no indemnities are provided,
delete this language.]
15. No waiver by either party of the breach of any term or condition of this Agreement will
constitute a waiver of, or consent to, any subsequent breach of the same or any other term or
condition of this Agreement.
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16. This Agreement will be governed by the law of the State of _____ [Instruction: Insert
17. The pronouns used herein shall include, where appropriate, either gender or both, singular
18. Both parties agree that this Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral
agreements and communications relating to the subject matter of this Agreement. No
revision, amendment or modification may be made except in a writing signed by both parties.
19. The covenants, obligations and conditions herein contained shall be binding on and inure to
the benefit of the heirs, legal representatives, and assigns of the parties hereto.
20. This Agreement or any subsequent amendment or modification hereto may be executed by
facsimile and/or in one or more counterparts, each of which when so executed and delivered
shall be deemed an original, but all of which taken together shall constitute but one and the
same original. Each party shall accept any such signed faxed counterpart as full execution of
this Agreement or any subsequent amendment or modification thereto.
21. The terms of this Agreement are confidential and no press release or other written or oral
disclosure of any nature regarding the terms of this Agreement shall be made by either party
without the other party’s prior written approval; however, approval for such disclosure shall
be deemed given to the extent such disclosure is required to comply with governmental rules
or a valid court order.
22. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction
to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect and
IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first
[Instruction: Insert parties’ signature blocks.]
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Exhibit A-Data Support Services
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Exhibit B-Fee and Payment Schedule
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