This Domestic IT Support Outsourcing Agreement sets forth the terms and conditions of
an agreement between a company and an information technology (IT) support company
for the provision of IT support services. This document sets forth the material terms of
the agreement including the outsourced services to be provided, the payment details
and the duration of the agreement. The parties to this agreement specify that the
support services must be based within the United States. The document contains
numerous standard clauses as well as opportunities for customization. This agreement
should be used by a company when outsourcing IT support services.
Domestic IT Support Outsourcing Agreement
This agreement (”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 outsourcing company name.] a ______
[Instruction: Insert outsourcing company formation information.] (“Outsourcing Agency”).
WHEREAS Company wishes to outsource certain of its information technology support
WHEREAS Outsourcing Agency is in the business of information technology support and
wishes to assume such obligations, and
WHEREAS the parties hereto hereby understand and agree Outsourcing Agency’s status as a
business entity with a domestic presence within the United States is a condition precedent of this
WHEREAS the parties hereto further understand and agree that Outsourcing Agency’s
performance of the tasks set forth herein take place within the United States is a further condition
precedent of this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows.
1. Outsourcing Agency shall perform the following tasks (each, an “Outsourced Service” and
collectively, the “Outsourced Services”) as Company’s agent:
A. Outsourcing Agency will establish and maintain an organization and process to
provide information technology support to Customer as more fully set forth in
Exhibit A-. Such support services shall generally include (i) diagnosis of
problems or performance deficiencies of the specified information technology and
(ii) a resolution of the problem or performance deficiencies of the specified
information technology. Outsourcing Agency will use its best efforts to cure
reported and reproducible errors in the specified information technology.
B. Outsourcing Agency and Company shall, upon the execution of this Agreement,
mutually agree to a written matrix regarding the severity levels of various types of
information technology problems or performance deficiencies and which shall
take repair priority. Upon such agreement, same shall be considered a part hereof
and shall be deemed incorporated herein by reference.
C. During the term of this Agreement, Outsourcing Agency will provide the
Customer with copyrighted patches, updates, releases and new versions of the
specified information technology along with other generally available technical
material. These maintenance materials may not be used to increase the licensed
number of versions or copies of any applicable software. The Customer agrees
not to use or transfer the prior version but to destroy or archive the prior version
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of the information technology. All patches, updates, release and new versions
shall be subject to any and all applicable license agreements.
2. Outsourcing Agency will provide telephone software support on a business day basis.
Business day is defined as 6:00 AM through 5:00 PM pacific standard time, excluding
holidays and weekends. In addition, Outsourcing Agency will provide an Internet based
support system generally available seven (7) days a week, twenty-four (24) hours a day.
[Comment: Parties may revise the times support will be available according to their
3. Outsourcing Agency shall be paid for the Outsourced Services according to the fee and
payment schedule set forth as
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12. Exhibit B-Fee and Payment Schedule.
13. 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, Outsourcing 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
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.]
14. The parties hereto agree that Outsourcing Agency’s performance of some or all of the
Outsourced Services hereunder may be terminated as set forth herein. It is the 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.
15. Outsourcing Agency is responsible for properly equipping its offices and personnel with the
necessary equipment to provide the Outsourced Services set forth in this Agreement. The
parties agree such offices must be located within the United States. Outsourcing Agency
shall not be liable for any failure to provide Outsourced Services in accordance with this
Agreement in the event Company fails to assume any such expenses, or fails to provide
information or documentation to Outsourcing Agency necessary for it to comply with the
terms of this Agreement.
16. [Comment: Parties should consider including language with respect to any insurance
either party will be required to maintain.]
17. Outsourcing Agency shall be responsible, at its sole cost and expense, to hire sufficient
employees to perform the Outsourced Tasks as set forth and in the manner set forth herein.
18. Company shall permit reasonable access for Outsourcing Agency to its facilities in
connection with work hereunder as required. No charge shall be made for such visits.
19. It shall be the sole obligation of Outsourcing Agency, at its sole cost and expense, to obtain,
provide and maintain training for its staff in current and applicable information technology
services to ensure the Outsourced Services are provided in a manner compliant with the
terms of this Agreement.
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20. Outsourcing Agency will undertake all reasonable efforts to provide information technology
support pursuant to the terms of this Agreement and to rectify or provide solutions to
problems where the information technology does not function as described in the applicable
documentation, but Outsourcing Agency does not guarantee that the problems will be solved
or that any item(s) will be error-free. Outsourcing Agency’s obligations hereunder are only
applicable to the specified information technology running under the certified environments
specified in the release notes for that product. 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'. Outsourcing 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.
Outsourcing 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 limitations.
21. Company hereby understands, acknowledges and agrees that in any information technology
support, a potential for data loss exists. It shall be Company’s sole responsibility to perform
any required, necessary or desired data backup prior to providing Outsourcing Agency with
the item(s) to be repaired. Outsourcing 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.
22. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of the Company, the Outsourcing 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 Outsourcing 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.
23. [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.]
24. Each of the parties hereto shall designate and maintain at all times hereunder a project
manager to serve as a single point of contact for the other party to assist in the resolution of
any matters relating to this Agreement.
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25. 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.
26. 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 part 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.
27. 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.]
28. 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.
29. This Agreement will be governed by the law of the State of _____ [Instruction: Insert
30. The pronouns used herein shall include, where appropriate, either gender or both, singular
31. 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.
32. 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.
33. 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.
34. 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.
35. 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
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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-Information Technology Support Services
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Exhibit B-Fee and Payment Schedule
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