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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
An IT Services and Support Agreement is the contract between an IT consulting firm, managed service provider (MSP), or freelance IT professional and a business client for the provision of information technology services — help desk support, network management, cybersecurity monitoring, cloud infrastructure, software implementation, or hardware maintenance. Defines the scope of services and exclusions, Service Level Agreement (SLA) response and resolution times, support hours, remote vs. on-site support, data security obligations, liability for data loss, and escalation procedures. The most critical clause is the limitation of liability — IT providers routinely cap liability at one month's fees to limit exposure from catastrophic data loss or system outages. Fill out this free it services and support agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Service Terms.
This IT Services and Support Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Provider"), and ______________, located at ______________ ("Client").
Provider agrees to provide Client with the following managed IT services (the "Services"): ______________. Provider shall provide the Services using qualified IT professionals in a professional and workmanlike manner consistent with industry standards.
The following are expressly excluded from the Services under this Agreement and shall be performed only upon a separate written quote and engagement: ______________. Provider shall notify Client promptly when any requested service falls outside this Agreement and shall provide a written estimate before performing such excluded services.
Provider shall use commercially reasonable efforts to meet the following response and resolution times: ______________. Response time is measured from the time Provider receives a support request through Client's designated ticketing system or after-hours hotline. SLA credits shall be issued as a credit against the following month's invoice for material SLA failures that are within Provider's reasonable control, and are not caused by third-party system failures, Client's actions, or circumstances beyond Provider's control.
Standard support hours are: ______________. Emergency after-hours support is available at an additional hourly rate as set forth in Provider's rate schedule. Client shall provide Provider with all necessary access credentials, remote access software, and on-site access needed to perform the Services. Client shall designate a primary point of contact (the "IT Liaison") who shall be responsible for authorizing service requests and communicating with Provider.
Client shall pay Provider a flat monthly service fee of $0.00 (the "Monthly Fee") for the Services described in Section 1, due and payable in advance on the first business day of each calendar month. The Monthly Fee does not include costs for hardware, software licenses, travel expenses, or after-hours support, which shall be billed separately. Provider shall provide Client with an invoice at least 5 business days before the due date. Late payments shall accrue interest at 1.5% per month from the due date until paid. Provider may suspend Services after 10 days of non-payment.
This Agreement shall commence on ______________ and shall continue for an initial term of 12 months (the "Initial Term"). After the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either party provides 60 days' prior written notice of non-renewal. Provider may adjust the Monthly Fee upon 60 days' prior written notice to Client, effective at the start of any renewal period.
Either party may terminate this Agreement for cause upon 30 days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period. Client may terminate this Agreement for convenience upon 60 days' written notice. If Client terminates for convenience before the end of the Initial Term, Client shall pay the following early termination fee: Provider's actual costs incurred for the remaining Initial Term, not to exceed 3 months' Monthly Fees. Provider may terminate for convenience upon 60 days' written notice, with a pro-rated refund of any prepaid fees for the remaining period.
Provider shall implement and maintain industry-standard security controls to protect Client's data from unauthorized access, use, disclosure, or destruction, including encryption of data in transit and at rest, multi-factor authentication for all remote access, and regular security assessments. Provider shall notify Client within 24 hours of discovering any actual or suspected data security incident affecting Client's systems or data. Provider shall comply with all applicable data protection laws, including HIPAA (if Client is a healthcare-related entity), GLBA (if Client is a financial institution), and applicable state data protection laws. Provider shall execute a Business Associate Agreement (BAA) if required by Client's regulatory obligations.
Provider shall manage and verify Client's data backup systems as part of the Services, in accordance with a mutually agreed backup schedule. However, Provider does not guarantee that all data can be recovered in the event of a system failure, ransomware attack, or natural disaster. Client is solely responsible for maintaining adequate cyber liability insurance to cover potential data loss events. Provider shall perform a quarterly backup recovery test and provide Client with a written report.
PROVIDER'S TOTAL CUMULATIVE LIABILITY TO CLIENT UNDER THIS AGREEMENT, FOR ANY CLAIM OR SERIES OF RELATED CLAIMS, SHALL NOT EXCEED THE TOTAL MONTHLY FEES PAID BY CLIENT TO PROVIDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR PROVIDER WAS ADVISED OF THE POSSIBILITY THEREOF. This limitation of liability is a fundamental element of the basis of the bargain between the parties and reflects the allocation of risk between sophisticated parties.
Each party shall indemnify and hold harmless the other party from any third-party claims arising from that party's negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify Provider against any claims arising from Client's use of Provider's recommendations in a manner inconsistent with Provider's instructions or documentation.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.