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Managed Services Contract Sample

BY STEPHEN GARRIQUES ON NOVEMBER 18, 2010 IN BUSINESS MANAGEMENT, CONTRACTS, MANAGED SERVICES

The following is a service agreement (³Agreement´) between (Your name and/or Company) and (Your client¶s name and/or Company) 1. Term of Agreement This Agreement between _____________________________, herein referred to as Client, and _____________________________, herein after referred to as Service Provider, is effective upon __________, shall remain in force for a period of one year, and be reviewed annually to address any necessary adjustments or modifications for renewal. The Service Agreement automatically renews for a subsequent one year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement. a) This Agreement may be terminated by the Client upon thirty (90) days written notice if the Service Provider: I. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice. II. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice. III. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement. b) This Agreement may be terminated by the Service Provider upon sixty (90) days written notice to the Client. c) If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider the actual costs of rendering such assistance. 2. Fees and Payment Schedule Fees will be $____________ per month, invoiced to Client on a Monthly basis, and will become due and payable on the first day of each month. Services will be suspended if payment is not received within 5 days following date due.

a) All fees are nonrefundable. the Service Provider encourages you to examine every invoice you receive. d) The Service Provider will do it¶s best to provide you with clear. If you feel an invoice is in error. Subsidiaries. and the fees may be changed in accordance with these reviews. hours between 9:00 AM ± 5:00 PM. a) Service performed outside Normal Working Hours. excluding public holidays. incidental . are considered Emergency service hours and may be subject to additional Fees. Client shall be billed at the current applicable rates of the Service Provider. Affiliates or Agents). Limitation of Liability Under no circumstances shall the Service Provider (Or its Officers. Coverage Remote Helpdesk. Will be notified before any fee increases and invoiced separately for all additional fees. please notify the Service Provider in writing before the due date. or Third Party Service Providers be liable to you or any other person for any damages. c) Should fees exceed the paid retainer during a given month. and Onsite support (Onsite included only if Client is receiving the Premier Coverage Plan) of Client¶s IT networks will be provided to the Client by Service Provider between the Normal Working Hours hours of 9:00 AM ± 5:00 PM Monday through Friday. timely and accurate invoices. However. Employees. Network Monitoring Services will be provided 24/7/365. and will be quoted and billed as separate. It is also understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects. 4. b) If the Client requests onsite service and no problem is found or reproduced. Refer to Appendix A for services covered by the monthly fee under the terms of this agreement. including without limitation . any indirect. and will cover service fees from the Service Provider. 3. b) The Service Provider may review these fees from time-to-time. Hardware costs of any kind are no covered under the terms of this Agreement. Vendor Management. individual Services.

provided that all hardware is covered under a currently active Vendor Support Contract. This Service is limited to those systems protected with a currently licensed. profits. d) From time-to-time the Service Provider may be required to engage the services of contractors for work performed as part of this agreement. lost savings or earnings. these will be passed on to the Client after first receiving the Client¶s authorization to incur them. Disclaimer . or related to. Should any hardware or systems fail to meet these provisions. Currently Licensed and Vendor-Supported. Warranties. Should 3rd Party Vendor Support Charges be required in order to resolve any issues. 6. the Client understands and acknowledges that it shall be solely responsible and liable for all licensing and purchasing of software. b) Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. configuration or use of software provided by the Client. scans. c) Service Provider will provide ongoing monitoring and security services of all critical devices starting _______________. whether such liability is asserted on the basis of contract. costs. Service Provider will provide monthly reports as well as document critical alerts. Additional Maintenance Services a) Service provider shall provide support of all hardware and systems. Vendor-supported Antivirus solution. Should a problem be discovered during monitoring. and all Software be Genuine.special or consequential damages. and event resolutions to Client. Returns. even if the Service Provider has been warned of the possibility of such damages. In no event will any amount recoverable by the client against the Service Provider in any action arising under or related to this agreement exceed the sum of payments actually made to the Service provider for the services found to be the proximate cause of the damage. The client will indemnify the Service Provider for any installation. Service Provider shall make every attempt to rectify the condition in a timely manner through remote means. the services provided by the Service Provider and/or it¶s third party service provider. or other liability arising out of. lost or corrupted data. 5. expenses. tort or otherwise.

The Service Provider¶s work shall be deemed accepted in full if the Service Provider is not informed within five (5) business days of performance of the work. . minus any applicable shipping fees.If you are unhappy with work performed for any reason. INCLUDING WITHOUT LIMITATION. you may purchase from the Service Provider various technology equipment. the remainder of this Agreement shall remain operative and binding on the Service Provider and Client. any confidential information of the other party. This Agreement supercedes all prior understands. During the course of providing services. can be returned to the Service Provider for a period of ten (10) days for a full refund. Confidential Information is information which relates to either party¶s research. please inform the Service Provider within (5) business days and the Service Provider will make all reasonable efforts to fix the problem without further charges. except with the Consultant¶s prior written approval in each case. networking. Sever-ability If any provision of this Agreement is held illegal or unenforceable in a judicial proceeding. software. but does no include information which is generally known or easily ascertainable by nonparties of ordinary skill in computer design. Confidentiality Each Party shall hold in trust for the other party and shall not disclose to any non-party to the Agreement. and. All returned items must be in ³like new´ condition. 9. THE SERVICE PROVIDER DISCLAIMES ALL OTHER WARRANTIES. during their employment or within 1 year of termination of their employment. development. THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. Entire Agreement This Agreement and the attachments hereto constitute the entire agreement between Client and Service Provider. 10. 7. WHETHER EXPRESS OR IMPLIED. provided that the fundamental terms of this Agreement remain legal and enforceable. and include the original packaging. such provision shall be severed and shall be inoperative. trade secrets. All Equipment. 8. Non-Solicitation of Employees Client agrees that neither party will solicit or offer employment to the respective employee(s) or sub-contractor(s). information technology. or the specific business interests of either party. except opened software and equipment specifically described as non-returnable. and other peripherals (collectively *Equipment*). whether directly or indirectly. or business affairs. programming.

director or duly authorized agent or employee of client. The Service Provider shall not be responsible for delays or failure in performance resulting from acts beyond the control of the Service Provider. terrorism. All controversies arising from this Agreement shall be governed by the laws of the State of New York and shall be adjudicated only in the State or Federal courts located in New York City. the Service Provider recommends the (Your Managed Service Plan here) Managed Service Plan for (Your clients name and/or Company)¶s network environment. employer and employee. including but not limited to natural disasters. war. Miscellaneous Nothing herin shall be construed to constitute the parties as principal and agent. partners or joint venturers. acts of God. Acceptance of Terms Client acknowledges that the person signing this Agreement on its behalf is authorize to do so and may bind the Client to all the terms and conditions contained herein.agreements. and documentation. The Premium Coverage plan provides a proactive IT solution for the Client¶s technology needs. The Service Level Agreement reflects the commitment. With the Service . and represents and warrants that such person is acting within the scope of his or her authority as an officer. 11. or any telecommunication line failures. Based on the Service Provider¶s evaluation of requirements. The signature of both parties shall evidence acceptance of terms of this Agreement: For (Your client¶s name and/or Company) Name / Title:___________________________________________ Signature:_____________________________________________ Date:_________________________________________________ For (Your name and/or Company) Name / Title:___________________________________________ Signature:_____________________________________________ Date:_________________________________________________ Appendix A. Any amendments or modifications shall be in writing and executed by Client and Service Provider. 12. coverage and cost for servicing the Client¶s LAN Environment. any change in or adoption of any law or regulation.

By signing with Premium Coverage Managed Service Plan. allowing us to identify potential threats before they can evolve into any disturbance or outages. the Client hires the Service Provider to become their virtual IT department. This comprehensive coverage consists of Network Management in the following areas: a) b) c) d) e) f) g) The Service Provider¶s specific duties consist of the following: a) b) c) d) e) . support and secure the Client¶s existing network infrastructure to avoid any possible failures and reduce downtime. The Service Provider then assume full responsibility of the network. but they are a reliable solution to the Client¶s current network needs. Not only are the Service Provider¶s managed services cost effective.Provider¶s offerings and vendor relationships the Service Provider can proactively manage.

troubleshooting and problem resolution but with these added benefits: b) Knowing recurring costs like IT support and maintenance is key to budgeting d) A sense of insurance with the reducing the risk of unexpected costs e) The Service provider is motivated to improve management. and onsite support response offered . support coverage. f) Research. instead of bill time. recommendations. the Client can save money and improve current service levels by paying a flat monthly rate for day-to-day support response. and review of action plan is not charged to fixed fee clients g) Fixed Fee Monthly plan provides the highest level of callback.f) g) h) i) j) k) l) m) Advantages of a fixed contract for Managed Services: a) Rather than paying hourly on an ad-hoc basis.

these issues will be resolved proactively by the Service Provider with reasonable and satisfactory response times. This also leads to Increased operational efficiency and minimized downtime.Why is Managed Services Important? Networks left unmonitored and unmanaged lead to critical failures that cause a decrease in client productivity which can negatively affect client revenue. Clients are able to focus on running their business. . not their vendors along with the piece of mind that their environment is being monitored 24/7/365. Many clients are not exposed to minor problems in their network which can lead to critical failures that cause network downtime. With managed services.