IT Service Agreement
Avoid the risks of disagreements and disputes by getting your IT Service Agreement in
writing. Due to the rapid growth and expansion of the internet, IT services are a vital
component to any small business. By using this document, the business and the IT
service provider will have a customized and professional IT Service Agreement to
protect their interests and minimize the risks of complications that often arise from oral
INFORMATION TECHNOLOGY SERVICE AGREEMENT
THIS INFORMATION TECHNOLOGY SERVICE AGREEMENT (hereinafter
“Agreement”) is made as of __________________, by and between __________________, with
an address of __________________, __________________, __________________
__________________ (hereinafter “Service Provider”), and __________________, with an
address of __________________, __________________, __________________
__________________ (hereinafter “Client”). The Service Provider and the Client may
individually be referred to as “Party”, or collectively as “Parties”.
WHEREAS, the Service Provider is engaged in the business of providing information
technology services (the “Services”); and
WHEREAS, the Client desires to avail itself of these Services of the Service Provider from time
to time and the Service Provider desires to enter into this agreement with the Client;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this
agreement, and other good and valuable consideration, the parties agree as follows:
The Service Provider shall furnish to the Client its professional information technology
services in accordance with the details and specifications contained in Schedule “A” attached
hereto. The Service Provider shall perform such information technology services at all times
in accordance with the rules of the art and in full compliance with the statutes, laws,
ordinances, and regulations governing its profession, trade, craft, or business from a work
location situated at the address hereinabove mentioned. The Service Provider also agrees to
perform regular preventative maintenance services on the Client’s workstation(s) and
server(s) for the duration of this agreement.
2. INDEPENDENT CONTRACTOR
The Service Provider shall have the sole supervision and direction of the work covered by
this Agreement and shall be responsible for the manner in which the said work is done, for
the method employed in doing the same and for all acts and things done in the performance
of the Service Provider’s obligations hereunder, except for departing from the Service
Provider’s normal practices which may be requested by the Client from time to time.
Nothing contained in this Agreement and the relationship created between the Parties hereby
shall, directly, or indirectly, constitute the Service Provider as agent or servant of the Client
and further, nothing herein shall operate or be construed to relieve the Service Provider of
any duties or obligations imposed upon Service Provider as an independent contractor.
In addition to the agreed upon consideration for the Service Provider’s fees as set forth in
section 5 hereof, the Client shall reimburse the Service Provider for all reasonable expenses,
including transportation expenses and the costs of information technology parts and
upgrades, incurred during the performance of the Service Provider’s Services. The Client
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2
shall pay the Service Provider for such expenses within __________________ days upon the
submittal of expense statements together with duly receipted bills or vouchers.
Subject to any federal or state legislation imposing on the Client the express duty to withhold
or deduct premiums, taxes, or levies as the case may be, the Service Provider shall be
responsible to withhold or deduct premiums, taxes, or levies as the case may be, the Service
Provider shall be responsible to withhold and remit any deductions for taxes, levies, or
contributions imposed by any authority in respect of both the remuneration paid under this
Agreement and the work incidental thereto.
5. SERVICE PROVIDER’S FEES
The Client shall pay the Service Provider for its Services an hourly fee of
__________________ Dollars (the “Fees”), which sum shall be invoiced to the Client on a
__________________ basis and paid by the Client to the Service Provider by no later than
the __________________ day of each and every month provided the Service Provider has
submitted an invoice for Services performed.
This Agreement shall be deemed to have come into force and effect on
__________________ and shall continue in full force and effect until ending on
__________________. These dates may be delayed upon the written consent of both Parties.
Either party shall have the option to terminate this Agreement, without cause, by providing
__________________ days written notice to the other party.
7. BREACH AND OPPORTUNITY TO CURE
If either Party to this Agreement is in breach of any of its obligations under this Agreement,
the other Party may give a notice in writing of the breach to the defaulting Party and request
the latter to remedy it. If the Party in breach fails to remedy the breach within
__________________ days after the date of written notice, then this Agreement may be
terminated immediately by written notice of terminate on given by the complaining Party.
8. TERMINATION FOR CAUSE
a. The Client may terminate this Agreement by written notice to take effect immediately
upon receipt of it by the Service Provider, unless otherwise provided if:
i. the Service Provider is in breach of this Agreement relating to the secrecy of
confidential matters; or
ii. the Service Provider becomes insolvent or bankrupt or makes an assignment for the
benefit of creditors, or a receiver is appointed of its business; or
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3
iii. if the Service Provider comes under the direct or indirect control of any corporation,
business or person who does not control it at the date of execution of this Agreement;
iv. if the Service Provider is grossly negligent in carrying out its duties hereunder; or
v. if the Service Provider or its employees are engaged in any fraudulent or illegal
b. The provisions of this section shall not in any way restrict the rights of either Party hereto
to terminate this Agreement pursuant to any other paragraph in this Agreement.
It is expressly agreed that this Agreement shall not be assigned or transferred, in whole or in
part, by either of the Parties hereto without the express written consent of the other of them.
10. LIMITATION OF LIABILITY
The Client explicitly agrees that the Service Provider shall not be liable to the Client, or to
any third party, for liability claims, loss, damages or expense of any kind arising directly or
indirectly out of services provided herein. In addition, the Client agrees to indemnify and
hold the Service Provider harmless against such liabilities, claims, losses, damages
(consequential or otherwise) or expenses, or actions in respect thereof, asserted or brought
against the Service Provider by or in right of third parties.
11. CONFIDENTIAL INFORMATION
a. Except as may be necessary in the performance under this Agreement, the Service
Provider shall not at any time or in any manner make or cause to be made any copies,
pictures, duplicates, facsimiles or other reproduction or recordings of any type, or any
abstracts or summaries of any reports, studies, memoranda, correspondence, manuals,
records, plans or other written, printed or otherwise recorded material of the Client, or
which relate in any manner to the present or prospective business of the Client. The
Service Provider shall have no interest in any of this material and agrees to surrender any
of the material which may be in its possession to the Client immediately upon the request
of the Client.
b. The Service Provider shall not at any time, except under the legal process, divulge any
matters relating to the business of the Client or any customers or agents of the Client
which may become known to it by reason of its services hereunder and shall be true to
the Client in all dealings and transactions relating to the Services contemplated by this
Agreement. Furthermore, the Service Provider shall not use at any time (whether during
the continuance of this Agreement or after its termination) for its own benefit or purposes
or for the benefit or purposes of any other person, firm, corporation, association or other
business entity, any trade secrets, business development programs, or plans belonging to
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4
or relating to the affairs of the Client, including knowledge relating to customers, clients,
or employees of Clients.
Wherever in this Agreement it shall be required or permitted that notice be given or served
by either Party to or on the other, the notice shall be in writing and shall be delivered
personally to the Party to whom it is given or sent by prepaid, registered mail, or by facsimile
transmission, addressed as follows:
To the Service Provider at:
To the Client at:
And each such notice shall be deemed given on the date of delivery in the case of delivery
and three (3) business days after mailing in the case of mail. This address may be changed
by either Party by notice as above provided.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State
a. Entire Agreement and Waiver. This Agreement constitutes all of the agreements
between the Service Provider and Client pertaining to the subject matter of it and
supersedes all prior agreements, undertakings, negotiations, and discussions, whether oral
or written, of the Parties to it and there are no warranties, representations, or other
agreements between the Parties to it in connection with the subject matter of it except as
specifically set forth or referred to in this Agreement. No supplementation, modification,
waiver, or termination of this Agreement shall be binding unless executed in writing by
the Party hereto to be bound thereby. No waiver of any other provisions of this
Agreement shall be deemed or shall constitute a continuing waiver unless expressly
b. Headings. Headings are not to be considered part of this Agreement, are included solely
for convenience of reference and are not intended to be full or accurate descriptions of
the contents of any section.
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5
c. Interpretation. In this Agreement, words importing the singular number include the
plural and vice versa, words importing the masculine gender include the feminine and
neuter genders; and words importing persons include individuals, and proprietors,
corporations, partnerships, trusts, and unincorporated associations.
d. Invalidity of Provision. The invalidity or unenforceability of any provision of this
Agreement or any covenant in it shall not affect the validity or enforceability of any other
provision or covenant in it and the invalid provision or covenant shall be deemed to be
15. TIME BEING OF THE ESSENCE
a. Time shall be deemed to be of the essence of this Agreement; provided from time to time
for completing any work, which has been or is likely to be delayed by reason of force
majeure or other cause beyond the reasonable control of the Service Provider, shall be
extended by a period equal to the length of the delay so caused, provided that prompt
notice in writing of the occurrence causing or likely to cause such delay is given to the
b. The Client shall advise the Service Provider in writing of any occurrence causing or
likely to cause delays in the completion of its responsibilities under this Agreement.
16. TITLE TO WORK BEING PERFORMED
Upon payment of the Fees being made in accordance with the terms of this Agreement, all
title, rights, and interest in all printed materials and other physical media, containing designs,
symbols, inventions, and reports performed, created or written in accordance with this
Agreement shall vest in and ensure to the benefit of the Client, it being understood that such
vesting of title shall not constitute acceptance by the Client of such work in conformity with
the specification or requirements of the Agreement. Without restricting the generality of the
foregoing, the right of publication of any research paper or study performed under this
Agreement shall vest solely in the Client upon payment as aforesaid, and any person desiring
to publish any such research or study, in whole or in part, shall first obtain the written
permission of the Client.
This Agreement shall inure to the benefit of and be binding on the Parties hereto and their
respective heirs, executors, administrators, and successors.
IN WITNESS WHEREOF the Parties have hereunto set their respective hands and seals as at
the date written above.
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7
INFORMATION TECHNOLOGY SERVICES TO BE PERFORMED
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.
Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.
◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user
chooses, and that there is no law governing what the information or number should be, you might want to verify this, including by
consulting with your own attorney practicing in your state. Because the law is different from jurisdiction to jurisdiction and the laws are
subject to change, Docstoc cannot guarantee—and disclaims all guarantees—that it is correct for the information or number to be
anything that the user chooses.
The information, forms, instructions, tips, comments, decision tree alternatives and choices, reports, and services in and through Docstoc
are not legal advice, but are general information / forms on general issues often encountered designed to help Docstoc users, members,
purchasers, and subscribers address their own needs. But information, including tips, general forms, instructions, comments, decision
tree alternatives and choices, and reports, no matter how seemingly customized to conform to the laws and regulations applicable to you,
is not the same as legal advice, which may be the specific application of laws and regulations by lawyers licensed to practice law in your
state to the specific circumstances and needs of individuals and entities. Some states, counties, municipalities, and other governmental
divisions, have highly specific laws and regulations, and our information / forms / reports may not take all those specific laws and
regulations into consideration, although we tried to do so.
Docstoc is not a law firm and the employees and contractors (including attorneys, if any) of Docstoc are not acting as your attorneys, and
none of them are a substitute for the advice of your own attorney licensed to practice law in your state. The employees or contractors of
Docstoc, who wrote or modified any form, instructions, tips, comments, decision tree alternatives and choices, and reports, are NOT
providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. Any such form,
instruction, tips, comments, decision tree alternatives and choices, and reports were most likely NOT prepared or reviewed by an
attorney licensed to practice law in your state, and, therefore, the employees or contractors could not provide you with legal advice even
if they or Docstoc wanted to. Even though we take every reasonable effort to attempt to make sure our information / forms / reports are
accurate, up to-date, and useful, we recommend that you consult a lawyer licensed to practice law in your state if you want professional
assurance that our information, forms, instructions, tips, comments, decision tree alternatives and choices, and reports; your
interpretation of it or them; and the information and input that you provide are appropriate to your particular situation. Application of
these general principles and wording to particular circumstances should be done by a lawyer who has consulted with you in confidence,
learned all relevant information, and explored various options. Before acting on these general principles and general wording, you might
want to hire a lawyer licensed to practice law in the jurisdiction to which your question pertains. The information, forms, instructions,
tips, comments, decision tree alternatives and choices, and reports, available on and through Docstoc are not legal advice and are not
guaranteed to be correct, complete, accurate, or up-to-date. Because the law is different from jurisdiction to jurisdiction, they are subject
to changes, and there are varying interpretations and applications by different courts and governmental and administrative bodies, and
Docstoc cannot guarantee—and disclaims all guarantees—that the information, forms, and reports on or through the site and services are
completely current or accurate. Please further note that laws change and are regularly amended; therefore, the provisions, names, and
section numbers of statutes, codes, or regulations, and the types of permits or licenses within any forms or reports, may not be 100%
correct, as they may be partially or wholly out of date and some relevant ones may have been omitted or misinterpreted.
Docstoc is not permitted to engage in the practice of law. Docstoc is prohibited from providing any kind of advice, explanation,
opinion, or recommendation to a consumer about possible legal rights, remedies, defenses, options, selection, or completion of
forms or strategies.
NOT protected by the attorney-client privilege or work product doctrine since Docstoc is not a law firm and is not providing legal
advice. No Docstoc employee, contractor, or attorney is authorized to provide you with any advice about what information
(again, which includes forms) to use or how to use or complete it or them.
Entire document copyright © Docstoc®, Inc., 2010 - 2013 All Right Reserved
© Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9