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.
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 requirements; and 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 Agreement; 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 © Copyright 2013 Docstoc Inc. 2 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 agreement.] 3. Outsourcing Agency shall be paid for the Outsourced Services according to the fee and payment schedule set forth as 4. 5. 6. 7. 8. 9. 10. 11. © Copyright 2013 Docstoc Inc. 3 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. © Copyright 2013 Docstoc Inc. 4 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. © Copyright 2013 Docstoc Inc. 5 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 state.]. 30. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 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 enforceable. © Copyright 2013 Docstoc Inc. 6 IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first indicated above. [Instruction: Insert parties’ signature blocks.] © Copyright 2013 Docstoc Inc. 7 Exhibit A-Information Technology Support Services © Copyright 2013 Docstoc Inc. 8 Exhibit B-Fee and Payment Schedule © Copyright 2013 Docstoc Inc. 9
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