# IT managed services agreement template Source: https://contracko.com/it/modelli-di-contratto/it-managed-services-agreement # IT managed services agreement template A comprehensive contract for ongoing IT support, network management, cybersecurity, help desk services, and infrastructure monitoring. Defines service level agreements (SLAs), response times, uptime guarantees, and pricing for managed IT services. ## IT Managed Services Agreement This IT Managed Services Agreement (the "Agreement") is entered into on 2023-10-01 (the "Effective Date") by and between Client Inc. ("Client") with an address of 123 Client St and MSP Provider ("Provider") with an address of 456 Tech Blvd. ### 1. Scope of Managed IT Services Provider agrees to provide the following managed IT services to Client: Network Management: - Network monitoring and maintenance: 24/7 Monitoring - Firewall configuration and management - VPN setup and support - Network security monitoring - Bandwidth monitoring and optimization Server Management: - Server monitoring (24/7): Included - Server updates and patch management - Backup management and verification - Performance optimization - Capacity planning Workstation/Endpoint Management: - Desktop and laptop support - Operating system updates and patches - Antivirus and anti-malware management - Software installation and updates - User account management Help Desk/User Support: - 8am-6pm M-F help desk support - Remote support for users - On-site support: As needed - Ticket-based support system - User training: Basic onboarding Security Services: - Security monitoring and threat detection - Vulnerability assessments: Quarterly - Security patch management - Incident response - Security awareness training: Annual Backup and Disaster Recovery: - Daily automated backups - Backup monitoring and verification - 30 days retention period - Disaster recovery planning - Annual disaster recovery testing: Included Cloud Services Management: - Cloud platform management: Azure/AWS - Microsoft 365/Google Workspace administration - Cloud backup solutions - Cloud security management Additional Services: None ### 2. Services Specifically Excluded The following services are NOT included in this Agreement and will be billed separately: - Major hardware purchases - Software licensing (unless specified): Billed separately - On-site visits beyond: 4 hours/month - After-hours emergency support beyond business hours - Project work (new installations, migrations, major upgrades) - Third-party vendor management - None ### 3. Service Level Agreement (SLA) System Uptime Guarantee: 99.9% uptime for managed systems Response Times: | Priority Level | Description | Initial Response Time | Resolution Time Target | | --- | --- | --- | --- | | Critical (P1) | System Down | 1 hour | 4 hours | | High (P2) | Performance Degraded | 4 hours | 8 hours | | Medium (P3) | Minor Issue | 24 hours | 48 hours | | Low (P4) | p4 description | p4 response | p4 resolution | Support Hours: support hours After-Hours Support: after hours support (availability and additional fees if applicable) SLA Credits: If Provider fails to meet SLA commitments, Client will receive service credits as follows: - Uptime below guaranteed level: uptime credit - Response time failures: response credit Exclusions from SLA: SLA does not apply to: - Issues caused by Client's actions or third parties - Force majeure events - Scheduled maintenance (with proper notice) - Hardware failures of Client-owned equipment - Internet service provider outages ### 4. Client Environment and Systems Covered Number of Users/Endpoints: covered users users / covered devices devices Servers: covered servers servers Network Equipment: network equipment Software Platforms: software platforms Cloud Services: cloud services Office Locations: office locations Changes to Environment: Client must notify Provider of additions/changes. Additional devices/users may incur additional fees: addition fee structure ### 5. Client Responsibilities Client agrees to: - Provide accurate network documentation and credentials - Provide remote access to systems as needed - Designate a primary contact: client contact name - Notify Provider of changes to IT environment - Purchase hardware/software as recommended by Provider - Maintain current licenses for software - Follow Provider's security policies and recommendations - Respond to Provider requests for information promptly - Provide physical access to equipment when necessary - Maintain adequate internet connectivity - additional client responsibilities Client Contact Information: Primary Contact: client contact name Email: client contact email Phone: client contact phone ### 6. Provider Responsibilities Provider agrees to: - Provide services described in this Agreement - Meet SLA commitments - Maintain qualified technical staff - Keep Client's systems secure and up-to-date - Provide monthly service reports - Maintain professional certifications: provider certifications - Respond to support requests within SLA timeframes - Maintain confidentiality of Client information - Provide advance notice of scheduled maintenance - Document all work performed ### 7. Fees and Payment Monthly Recurring Fee: monthly fee Fee Includes: - All services listed in Section 1 - Up to included users users / included devices devices - Up to included onsite on-site visits per month (if applicable) - Remote support during business hours - additional inclusions Additional Fees: - Additional users: per user fee per user per month - Additional devices: per device fee per device per month - After-hours emergency support: after hours rate - On-site visits beyond included: onsite visit fee - Project work: project rate Invoicing: Client will be invoiced billing frequency (monthly / quarterly / annually) Payment Terms: Payment due within payment due days days of invoice date Payment Method: payment method Late Payments: Late payments subject to late fee per month and may result in service suspension after suspension days days Fee Adjustments: Fees may be adjusted annually with fee increase notice days notice ### 8. Term and Renewal Initial Term: initial term months months beginning on start date Renewal: This Agreement will automatically renew for successive renewal term-month periods unless either party provides written notice of non-renewal at least renewal notice days days before the end of the current term Price Lock: Pricing guaranteed for initial term. Renewal pricing: renewal pricing terms ### 9. Termination Termination for Convenience: Either party may terminate this Agreement upon termination notice days days written notice during any renewal period Early Termination by Client: If Client terminates during initial term, Client shall pay: early termination fee Termination for Cause: Either party may terminate immediately if: - Material breach not cured within cure period days days of notice - Bankruptcy or insolvency - Fraud or misrepresentation - Nonpayment (for Provider termination) Effect of Termination: - All outstanding fees become immediately due - Provider will provide transition assistance for: transition period - Provider will return all Client data and property - Client will return all Provider equipment - Access credentials will be changed ### 10. Data Protection and Security Data Security: Provider will maintain reasonable security measures to protect Client data Encryption: Data transmission and storage: encryption standards Access Controls: Provider personnel access limited to those with business need Security Incidents: Provider will notify Client within breach notification hours hours of discovering a security breach Compliance: Services will comply with: compliance requirements (e.g., HIPAA, PCI-DSS, GDPR) Security Policies: Client will adhere to Provider's security policies: security policy reference ### 11. Confidentiality Confidential Information: Each party agrees to maintain confidentiality of: - Business information - Technical information - Customer data - Proprietary processes - Financial information Exceptions: Information that is publicly known or independently developed Duration: Confidentiality obligations survive termination for confidentiality years years ### 12. Data Ownership and Backup Data Ownership: All Client data remains the sole property of Client Backup Terms: - Frequency: backup frequency - Retention: 30 days - Storage location: backup location - Encryption: backup encryption - Recovery testing: backup testing Data Return: Upon termination, Provider will return all Client data in format: data return format Data Destruction: Provider will securely delete Client data after: data deletion period ### 13. Warranties and Disclaimers Provider Warrants: - Services performed professionally and competently - Personnel are qualified and trained - Compliance with applicable laws - Possession of necessary licenses and insurance Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. PROVIDER DOES NOT WARRANT THAT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. Client Warranties: - Authority to enter this Agreement - Ownership/rights to all Client systems and data - Accurate information provided to Provider ### 14. Limitation of Liability Liability Cap: Provider's total liability under this Agreement shall not exceed liability cap (typically 12 months of fees paid) Excluded Damages: Neither party liable for indirect, consequential, incidental, or punitive damages Exceptions: Limitations do not apply to: - Gross negligence or willful misconduct - Breach of confidentiality - Indemnification obligations - Data breaches due to Provider negligence ### 15. Indemnification Provider Indemnifies Client: Against third-party claims arising from: - Provider's breach of this Agreement - Provider's negligence or misconduct - Infringement of third-party IP rights by Provider's tools Client Indemnifies Provider: Against claims arising from: - Client's breach of this Agreement - Client's use of services outside scope of Agreement - Client's data or content - Client's violation of laws or third-party rights ### 16. Insurance Provider Insurance: Provider maintains: - General Liability: gl insurance amount - Professional Liability (E&O): eo insurance amount - Cyber Liability: cyber insurance amount - Workers' Compensation (if required by law) Proof of Insurance: Available upon request ### 17. Dispute Resolution Governing Law: This Agreement shall be governed by the laws of governing jurisdiction Dispute Resolution: 1. Good faith negotiation between designated representatives 2. Mediation in mediation location 3. final resolution method (binding arbitration / litigation) Attorney Fees: Prevailing party entitled to reasonable attorney fees and costs Injunctive Relief: Either party may seek injunctive relief for breach of confidentiality ### 18. Miscellaneous Independent Contractor: Provider is an independent contractor, not employee, agent, or partner of Client No Assignment: Neither party may assign without written consent, except to successor entity in merger/acquisition Entire Agreement: This Agreement constitutes entire understanding and supersedes all prior agreements Amendments: Must be in writing signed by both parties Severability: Invalid provisions do not affect remaining terms Waiver: Failure to enforce any provision does not waive future enforcement Force Majeure: Neither party liable for delays due to circumstances beyond reasonable control Notices: Written notices to addresses above or email addresses in Section 6 Subcontractors: Provider may use subcontractors subject to same confidentiality and security requirements Survival: Confidentiality, data protection, liability limitations, and indemnification survive termination ### 19. Service Reports and Reviews Monthly Reports: Provider will provide monthly reports including: - Tickets opened and resolved - System uptime statistics - Security incidents - Backup status - Recommendations - additional reporting Quarterly Business Reviews: qbr frequency review meetings to discuss: - Service performance - IT strategy and planning - Budget and forecasting - Upcoming projects ### 20. Notices Client: Email: client email Phone: client phone Address: 123 Client St Provider: Email: provider email Phone: provider phone Emergency Contact: provider emergency contact Address: 456 Tech Blvd ### 21. Signatures IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CLIENT Date: 2023-10-01 Name: Client Inc. Title: CTO Signature: _____________________________ PROVIDER Date: 2023-10-01 Name: MSP Provider Title: CEO Signature: _____________________________ ## Personalizza modello Effective Date Onsite Terms Software Licensing Terms Initial Term Months Start Date Renewal Term [Prepara documento](https://app.contracko.com/register) Smetta di copiare e incollare modelli. Usi Contracko per generare, gestire e firmare i Suoi contratti in un unico posto. [Inizia gratuitamente](https://app.contracko.com/register) ## Domande frequenti - **Q:** What is an SLA? **A:** A Service Level Agreement (SLA) defines the expected level of service, such as guaranteed uptime or maximum response times for support tickets. - **Q:** What IT services are typically included in a managed services agreement? **A:** Common services include network monitoring, server management, help desk support, data backup and recovery, cybersecurity, patch management, and cloud infrastructure management. - **Q:** How is pricing structured for managed IT services? **A:** Pricing is typically per-user per-month, per-device, or a flat monthly retainer. Some agreements include tiered service levels with different pricing for basic, standard, and premium support. - **Q:** Can I terminate an IT managed services agreement early? **A:** Most agreements include termination clauses with 30-90 day notice periods. Early termination may incur fees, and provisions should address data transition and equipment return. - **Q:** What data security and breach notification obligations should the MSP assume? **A:** A well-drafted managed services agreement should require the provider to maintain industry-standard security controls (e.g., encryption, access controls, vulnerability scanning), comply with applicable regulations (HIPAA, GDPR, SOC 2 as relevant), and notify the client within a defined window — typically 24 to 72 hours — if a data breach occurs. Liability caps and cyber insurance requirements should also be spelled out. ## Modelli correlati ### [Software development agreement template](https://contracko.com/it/modelli-di-contratto/software-development-agreement) ### [Consulting agreement template](https://contracko.com/it/modelli-di-contratto/consulting-agreement) ## Pronto a gestire i Suoi contratti in modo professionale? Smetta di copiare e incollare modelli. 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