MANAGED SERVICE CONTRACT

This Contract, effective as of [Date], is entered into between [Your Name], located at [Your Company Address], hereinafter referred to as the "Service Provider," and [Client's Name], located at [Client's Address], hereinafter referred to as the "Client." This Contract outlines the terms and conditions under which the Service Provider agrees to provide managed services to the Client.

1. Scope of Services

The Service Provider shall provide the following services to the Client:

1. Description of services to be provided: The Service Provider shall deliver comprehensive managed IT services, including but not limited to:

   • Proactive monitoring and maintenance of IT infrastructure.

   • Helpdesk support for end-users.

   • Security management, including threat detection and mitigation.

   • Backup and disaster recovery solutions.

   • Software patching and updates.

   • Network administration and optimization.

2. Deliverables:

   • Monthly reports detailing system performance, security status, and any incidents or resolutions.

   • Quarterly reviews to discuss service performance and make any necessary adjustments.

   • Regular updates on industry best practices and emerging technologies relevant to the Client's infrastructure.

3. Service levels and standards:

   • Response time for critical issues: specific time frame within 1 hour.

   • Resolution time for non-critical issues: specific time frame, within 4 hours.

   • Availability of helpdesk support: specific hours of operation, 24/7.

   • Service uptime guarantee: specific uptime percentage, 99.9%.

   • Compliance with industry standards and regulations relevant to the Client's business operations.

   • Regular service quality assessments and improvement initiatives to ensure adherence to agreed-upon standards.

2. Duration

This Contract shall commence on the Effective Date and shall continue for a period of [Term Length] unless terminated earlier by the provisions herein. Either party may terminate this Contract with [Notice Period] written notice to the other party. Upon termination, the Service Provider shall complete any outstanding services and deliverables as outlined in the Scope of Services section, and the Client shall fulfill any remaining payment obligations.

3. Responsibilities

3.1 Responsibilities of the Service Provider:

The Service Provider shall undertake the following responsibilities:

• Provision of qualified personnel to deliver the agreed-upon services efficiently and effectively.

• Regular monitoring and maintenance of the Client's IT infrastructure to ensure optimal performance and security.

• Timely response to service requests and incidents by the agreed-upon service levels.

• Implementation and management of appropriate security measures to safeguard the Client's data and systems from unauthorized access or breaches.

• Provision of regular reports and updates on the status of services, including any identified risks or opportunities for improvement.

3.2 Responsibilities of the Client:

The Client shall undertake the following responsibilities:

• Provision of necessary access permissions and resources to enable the Service Provider to fulfill its obligations under this Contract.

• Prompt notification of any issues or concerns regarding the services provided by the Service Provider.

• Compliance with any recommendations or requirements provided by the Service Provider for the maintenance and security of the IT infrastructure.

• Cooperation with the Service Provider in conducting necessary assessments or audits to ensure the effectiveness of the services delivered.

• Timely payment of fees and expenses as outlined in the Payment Terms section of this Contract.

4. Service Fees

The Client shall pay the Service Provider a fee of $1000 for the services provided under this Contract. Payment shall be made within 30 days of receipt of the invoice, with invoices issued monthly. The Service Provider reserves the right to adjust fees upon 60 days written notice to the Client, with any such adjustments taking effect on the first day of the following calendar month. Late payments shall incur a 5% Late Payment Fee charge per month overdue, compounded monthly.

5. Performance Metrics

The parties agree to the following performance metrics:

1. Key Performance Indicators (KPIs):

   • Response Time: The average time taken by the Service Provider to respond to service requests.

   • Resolution Time: The average time taken by the Service Provider to resolve service incidents or issues.

   • System Uptime: The percentage of time the Client's IT systems are operational and accessible.

   • Customer Satisfaction Score (CSAT): The Client's satisfaction level with the services provided, measured through periodic surveys or feedback mechanisms.

   • Number of Incidents: The frequency of service incidents reported by the Client within a specified timeframe.

   • Security Compliance: The degree to which the Client's IT infrastructure complies with relevant security standards and regulations.

2. Metrics for Evaluating Service Quality:

   • Accuracy of Problem Resolution: The percentage of service incidents resolved correctly on the first attempt.

   • Adherence to Service Level Agreements (SLAs): The extent to which the Service Provider meets the agreed-upon response and resolution times.

   • Proactive Maintenance: The frequency and effectiveness of proactive measures taken by the Service Provider to prevent service disruptions.

   • Training and Skill Development: The level of expertise demonstrated by the Service Provider's personnel in addressing the Client's IT needs.

   • Incident Trend Analysis: Identification of recurring service issues and implementation of measures to mitigate them effectively.

6. Service Level Agreement (SLA)

The Service Provider agrees to maintain the following SLAs:

1. Response Times:

   • Critical Issues: The Service Provider shall respond to critical service incidents within [Response Time] from the time of notification by the Client.

   • Non-Critical Issues: The Service Provider shall respond to non-critical service incidents within [Response Time] from the time of notification by the Client.

2. Resolution Times:

   • Critical Issues: The Service Provider shall use best efforts to resolve critical service incidents within [Resolution Time] from the time of initial response.

   • Non-Critical Issues: The Service Provider shall use best efforts to resolve non-critical service incidents within [Resolution Time] from the time of initial response.

3. Availability Guarantees:

   • The Service Provider shall ensure that the services provided are available for utilization by the Client at least [Availability Percentage]% of the time within any given [Measurement Period], excluding scheduled maintenance windows. Scheduled maintenance windows, if necessary, shall be communicated to the Client in advance with reasonable notice.

7. Intellectual Property

7.1 Ownership:

All intellectual property rights developed or used in connection with the services provided under this Contract shall remain the property of the originating party. Any new intellectual property created solely by the Service Provider in the course of providing services to the Client shall belong exclusively to the Service Provider. Similarly, any pre-existing intellectual property brought into the project by either party shall remain the property of that party, unless otherwise agreed upon in writing. This includes, but is not limited to, software, code, documentation, designs, and any other materials developed or utilized during the provision of services.

8. Confidentiality

Both parties agree to maintain the confidentiality of all confidential information disclosed during the term of this Contract. Confidential information includes but is not limited to, proprietary business information, trade secrets, customer data, financial information, technical data, and any other information designated as confidential by either party. Both parties shall take reasonable measures to prevent the unauthorized disclosure or use of confidential information, and shall only disclose such information to employees or agents who have a legitimate need to know to fulfill obligations under this Contract. This confidentiality obligation shall survive the termination of this Contract.

9. Indemnification

Each party agrees to indemnify and hold harmless the other party from and against any claims, damages, or liabilities arising out of the breach of this Contract. This includes but is not limited to, claims arising from any violation of laws, regulations, or third-party rights, as well as claims arising from the negligent or willful acts or omissions of either party or their respective employees, contractors, or agents. The indemnifying party shall bear all costs and expenses, including reasonable attorney fees, incurred by the indemnified party in connection with the defense or settlement of such claims. This indemnification obligation shall survive the termination of this Contract.

10. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Contract. This includes but is not limited to, damages for loss of profits, loss of business, loss of data, interruption of business, or any other pecuniary loss, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, even if the party has been advised of the possibility of such damages. Each party's total liability under this Contract, whether in contract, tort, or otherwise, shall be limited to the total fees paid by the Client to the Service Provider under this Contract during the [Time] immediately preceding the event giving rise to the liability.

11. Governing Law

This Contract shall be governed by and construed following the laws of [Jurisdiction], without regard to its conflict of law provisions. Any dispute arising out of or relating to this Contract shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction], to which the parties hereby submit for resolution.

12. Dispute Resolution

Any disputes arising out of or relating to this Contract shall be resolved through arbitration following the rules of the [Arbitration Institution]. The arbitration shall be held in [Location], and the language of the arbitration proceedings shall be [Language]. The arbitrator's decision shall be final and binding upon both parties and may be enforced in any court of competent jurisdiction. Each party shall bear its costs and expenses associated with the arbitration unless otherwise determined by the arbitrator.

13. Amendments

This Contract may be amended or modified only by a written instrument signed by both parties. Any amendments or modifications shall be deemed incorporated into this Contract upon execution and shall have the same force and effect as if originally set forth herein.

14. Miscellaneous

14.1 Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Contract due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, labor disputes, acts of terrorism, governmental actions, pandemics, or other unforeseeable circumstances.

14.2 Entire Agreement:

This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter herein. Any amendments or modifications to this Contract must be made in writing and signed by both parties to be valid and enforceable.

14.3 Waiver:

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver of such provision or the right to enforce it at a later time.

14.4 Severability:

If any provision of this Contract is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

14.5 Assignment:

Neither party shall assign or transfer its rights or obligations under this Contract without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of all or substantially all of its assets.

14.6 Notices:

Any notices required or permitted to be given under this Contract shall be in writing and delivered personally or sent by certified mail, postage prepaid, or by email to the addresses provided by each party.

14.7 Counterparts:

This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[YOUR NAME]

[YOUR COMPANY NAME]

[DATE SIGNED]

[CLIENT'S NAME]

[DATE SIGNED]

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