Managed Services Provider Contract
Managed Services Provider Contract
This Managed Services Provider Contract ("Contract") is made effective as of [Date] ("Effective Date"), by and between [Your Company Name], a company organized and existing under the laws of [State/Country], with its principal place of business at [Your Company Address] ("MSP"), and [Client's Name], a company organized and existing under the laws of [State/Country], with its principal place of business at [Client Address] ("Client").
I. Scope of Services
1.1 Description of Services: MSP shall provide the following managed services to the Client:
(a) Network monitoring and management.
(b) Server administration and maintenance.
(c) Helpdesk support for end-users.
(d) Data backup and disaster recovery services.
(e) Security monitoring and incident response.
(f) Any additional services as mutually agreed upon by the parties.
1.2 Additional Services: Any additional services requested by Client shall be subject to negotiation and may require an amendment to this Contract.
II. Term and Termination
2.1 Term: This Contract shall commence on the Effective Date and continue for an initial term of three (3) years unless terminated earlier as provided herein.
2.2 Termination: a. Either party may terminate this Contract upon 30 days' written notice for any reason. b. Either party may terminate this Contract immediately for material breach by the other party, provided written notice is given specifying the breach.
2.3 Effect of Termination: Upon termination, MSP shall cease providing services, and Client shall pay any outstanding fees owed to MSP.
III. Responsibilities of the Parties
3.1 MSP Responsibilities
(a) Provide services by industry best practices.
(b) Maintain appropriate staffing levels and expertise to deliver services.
(c) Respond promptly to service requests and incidents.
(d) Provide regular updates and reports to the Client on service performance.
3.2 Client Responsibilities:
(a) Cooperate with MSP and provide necessary access to facilities and systems.
(b) Designate a primary contact person for communication with MSP.
(c) Timely payment of fees as outlined in this Contract.
(d) Notify MSP promptly of any issues or concerns regarding services.
IV. Service Level Agreements (SLAs)
4.1 Performance Metrics
MSP shall meet the following service-level objectives:
(a) Response time for critical incidents: 30 minutes.
(b) Uptime percentage for critical systems: 99.9%.
(c) Resolution time for non-critical incidents: 4 hours.
4.2 Reporting
MSP shall provide monthly reports to the Client detailing performance against SLAs.
V. Fees and Payment
5.1 Fees: The Client shall pay MSP fees as follows:
(a) Monthly retainer fee of [Amount] for standard services.
(b) Additional fees for any agreed-upon additional services.
5.2 Invoicing: MSP shall invoice the Client monthly in arrears for services rendered.
5.3 Late Payments: The Client agrees to pay interest on any overdue amounts at the rate of 1.5% per month.
VI. Confidentiality
6.1 Confidential Information: Each party agrees to maintain the confidentiality of the other party's confidential information and to use it only for this Contract.
6.2 Exceptions: Confidential information shall not include information that is publicly available or independently developed by the receiving party.
VII. Intellectual Property
7.1 Ownership: All intellectual property rights in any materials or software developed by MSP shall remain the property of MSP.
7.2 License: MSP grants Client a non-exclusive, non-transferable license to use any deliverables solely for its internal business purposes.
VIII. Indemnification
8.1 MSP Indemnification: MSP shall indemnify and hold harmless Client from any third-party claims arising out of MSP's negligent acts or omissions.
8.2 Client Indemnification: Client shall indemnify and hold harmless MSP from any third-party claims arising out of Client's use of the services.
IX. Governing Law and Dispute Resolution
9.1 Governing Law: This Contract shall be governed by and construed by the laws of [State/Country].
9.2 Dispute Resolution: Any disputes arising under this Contract shall be resolved through mediation, with arbitration as the next step if mediation fails.
X. Miscellaneous Provisions
10.1 Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
10.2 Amendment: Any amendments to this Contract must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the Effective Date.
[Your Company Name]
By: [Your Name]
[Date Signed]
[Client's Name]
Client
[Date Signed]
