IT Support Agreement

This IT Support Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

client_name (the "Client"); and

provider_name (the "Provider").

The Client and Provider are each referred to herein as a "Party" and collectively as the "Parties."

1. Scope of Services

1.1 Overview

The Provider shall provide managed IT support services to the Client as described in this Agreement. The services are designed to maintain, support, and optimize the Client's information technology infrastructure, systems, and operations.

1.2 Helpdesk Support

The Provider shall operate a helpdesk available to the Client's employees for the reporting and resolution of IT issues. Helpdesk support shall be available during normal business hours (Monday through Friday, 8:00 AM to 6:00 PM, local time), unless extended or after-hours support is purchased as an add-on service. The helpdesk shall be accessible via phone, email, and the Provider's online ticketing system.

1.3 On-Site Support

The Provider shall provide on-site support at the Client's premises when remote resolution is not possible or practical. On-site support shall be provided during normal business hours. After-hours on-site support may be available at an additional charge as specified in the fee schedule. The Provider shall dispatch qualified technicians within the timeframes specified in the Service Level Agreement.

1.4 Desktop and Laptop Support

The Provider shall provide support for the Client's desktop computers, laptop computers, and associated peripherals, including: (a) operating system installation, configuration, and updates; (b) software installation and configuration; (c) hardware troubleshooting and repair (parts not included); (d) virus and malware removal; (e) email client configuration and support; (f) printer setup and troubleshooting; and (g) user account management.

1.5 Server Management

The Provider shall manage and maintain the Client's server infrastructure, including: (a) server operating system installation, configuration, and patching; (b) active directory and group policy management; (c) file and print server management; (d) server performance monitoring and optimization; (e) storage management; (f) virtualization management (if applicable); and (g) server hardware troubleshooting (parts not included).

1.6 Network Management

The Provider shall manage the Client's network infrastructure, including: (a) router, switch, and firewall configuration and management; (b) wireless network configuration and optimization; (c) VPN setup and management; (d) network performance monitoring and troubleshooting; (e) IP address management; (f) DNS and DHCP management; and (g) network cabling troubleshooting (new cabling installations are excluded).

2. Monitoring and Proactive Maintenance

2.1 24/7 Monitoring

The Provider shall implement 24/7 automated monitoring of the Client's critical IT systems, including servers, network equipment, and internet connectivity. The monitoring system shall detect and alert the Provider to issues such as: (a) server or service failures; (b) high CPU, memory, or disk utilization; (c) network connectivity outages; (d) security threats and intrusion attempts; (e) backup failures; and (f) hardware health alerts.

2.2 Patch Management

The Provider shall manage the deployment of operating system and software patches and updates for the Client's servers and workstations. Patches shall be tested in a controlled environment before deployment to production systems, when feasible. Critical security patches shall be deployed within seventy-two (72) hours of release. Non-critical patches shall be deployed during scheduled maintenance windows.

2.3 Preventive Maintenance

The Provider shall perform regular preventive maintenance on the Client's IT systems, including: (a) hardware diagnostics and health checks; (b) disk cleanup and defragmentation; (c) log file review and analysis; (d) firmware updates for network equipment; (e) antivirus definition updates; and (f) performance optimization. Preventive maintenance shall be performed at least monthly.

2.4 Reporting

The Provider shall provide the Client with monthly reports on the state of the Client's IT environment, including: (a) ticket volume and resolution times; (b) system uptime and availability statistics; (c) security incident summary; (d) backup status; (e) patch compliance status; and (f) recommendations for improvements. Quarterly business reviews shall be conducted to discuss overall IT performance and strategy.

3. Security Services

3.1 Endpoint Security

The Provider shall deploy and manage enterprise-grade antivirus and endpoint protection software on all Client workstations and servers. The Provider shall monitor for threats, respond to security alerts, and perform remediation of detected malware and viruses.

3.2 Firewall Management

The Provider shall configure, manage, and monitor the Client's firewall(s) to protect the Client's network from unauthorized access and threats. The Provider shall review firewall rules and policies on a quarterly basis and make recommendations for improvements. The Provider shall respond to detected intrusion attempts and take appropriate defensive action.

3.3 Email Security

The Provider shall implement and manage email security measures, including: (a) spam filtering; (b) phishing protection; (c) email encryption (if applicable); and (d) email continuity and archiving (if applicable). The Provider shall monitor for email-based threats and respond to reported phishing attempts.

3.4 Security Awareness

The Provider shall provide the Client's employees with security awareness training on at least an annual basis. Training topics shall include: (a) phishing recognition and prevention; (b) password best practices; (c) safe internet usage; (d) social engineering awareness; and (e) data protection and privacy. The Provider may conduct simulated phishing tests to assess employee awareness.

3.5 Vulnerability Assessment

The Provider shall conduct vulnerability assessments of the Client's IT environment on at least a quarterly basis. The assessments shall identify known vulnerabilities in operating systems, applications, and network configurations. The Provider shall provide the Client with a report of findings and recommended remediation actions, prioritized by risk level.

3.6 Incident Response

In the event of a security incident (including data breach, ransomware attack, or unauthorized access), the Provider shall implement the agreed-upon incident response procedures, including: (a) containment of the incident; (b) investigation and root cause analysis; (c) remediation and recovery; (d) notification to the Client; and (e) post-incident review and recommendations. The Provider shall maintain an incident response plan and shall review and update it annually.

4. Backup and Disaster Recovery

4.1 Backup Services

The Provider shall implement and manage backup solutions for the Client's critical data and systems. Backups shall be performed on a daily basis for file-level data and on a schedule appropriate for the Client's systems (daily or as agreed). Backups shall be stored in a secure off-site location or cloud environment to protect against data loss due to hardware failure, disaster, or ransomware.

4.2 Backup Monitoring

The Provider shall monitor all backup jobs on a daily basis to verify successful completion. Failed backups shall be investigated and re-run within twenty-four (24) hours. The Provider shall notify the Client of any persistent backup failures and shall implement corrective actions to resolve the issue.

4.3 Backup Testing

The Provider shall perform backup restoration tests on a quarterly basis (or more frequently as agreed) to verify the integrity and recoverability of backup data. Test results shall be documented and shared with the Client. Any issues identified during testing shall be promptly remediated.

4.4 Disaster Recovery Planning

The Provider shall assist the Client in developing and maintaining a Disaster Recovery Plan (DRP) that documents the procedures for recovering the Client's critical IT systems in the event of a disaster. The DRP shall identify critical systems, recovery time objectives (RTOs), recovery point objectives (RPOs), and the procedures and resources required for recovery. The DRP shall be reviewed and updated at least annually.

4.5 Data Retention

Backup data shall be retained for a period agreed upon by the Parties (default: thirty (30) days for daily backups, twelve (12) months for monthly backups). The Client is responsible for specifying any regulatory or legal data retention requirements that may affect the backup retention schedule.

5. Service Level Agreement (SLA)

5.1 Response Time

The Provider shall respond to all support requests within the following timeframes based on the severity of the issue: (a) Critical (system down, major business impact): initial response within response_time_sla of receipt; (b) High (significant degradation, multiple users affected): initial response within two (2) hours; (c) Medium (single user affected, workaround available): initial response within four (4) hours; and (d) Low (minor issue, informational request): initial response within eight (8) hours. Response time is measured from the time the support request is received and logged by the Provider's helpdesk.

5.2 Resolution Time

The Provider shall use commercially reasonable efforts to resolve support issues within the following target timeframes: (a) Critical: within four (4) hours; (b) High: within eight (8) hours; (c) Medium: within one (1) business day; and (d) Low: within two (2) business days. Resolution times are targets, not guarantees, and may vary depending on the complexity of the issue and factors outside the Provider's control.

5.3 System Uptime

The Provider shall maintain a minimum system uptime of 99.5% for all managed servers and network equipment, measured on a monthly basis. Uptime is calculated as the total minutes in the month minus unplanned downtime, divided by the total minutes in the month, multiplied by 100. Scheduled maintenance windows are excluded from the uptime calculation.

5.4 Escalation Procedures

The Provider shall maintain a clear escalation procedure for support issues that are not resolved within the target timeframes. The escalation procedure shall include: (a) Level 1: Helpdesk technician (initial triage and basic troubleshooting); (b) Level 2: Senior technician or systems administrator (advanced troubleshooting); (c) Level 3: Engineering or specialist team (complex issues requiring expert knowledge); and (d) Level 4: Provider management (unresolved issues requiring management attention). The Client may request escalation at any time.

5.5 SLA Credits

If the Provider fails to meet the response time SLA for critical issues in more than ten percent (10%) of critical tickets in any given month, the Client shall receive a service credit equal to five percent (5%) of the Monthly Fee for that month. If system uptime falls below 99.0% in any given month, the Client shall receive a service credit equal to ten percent (10%) of the Monthly Fee. Service credits shall not exceed twenty-five percent (25%) of the Monthly Fee in any single month and shall be applied as a credit against the next invoice.

5.6 SLA Exclusions

The SLA shall not apply to issues caused by: (a) acts of God, natural disasters, or force majeure events; (b) actions or omissions of the Client or the Client's employees; (c) third-party services or software not managed by the Provider; (d) scheduled maintenance performed during agreed-upon maintenance windows; (e) the Client's failure to implement recommended security measures or upgrades; or (f) issues resulting from unauthorized changes made by the Client to managed systems.

6. Excluded Services

6.1 Hardware Procurement

This Agreement does not include the procurement or purchase of hardware, including servers, workstations, laptops, printers, network equipment, or components. The Provider may assist the Client in evaluating and procuring hardware as a separate service, billed at the Provider's standard consulting rates.

6.2 Software Licensing

This Agreement does not include the cost of software licenses, subscriptions, or renewals. The Client is responsible for purchasing and maintaining all necessary software licenses. The Provider may assist with license management and procurement recommendations as part of the managed services.

6.3 Major Projects

Large-scale IT projects, including but not limited to: office moves, new system deployments, major infrastructure upgrades, cloud migrations, and custom software development, are excluded from this Agreement and shall be scoped, quoted, and contracted separately as project-based engagements.

6.4 Telecommunications

This Agreement does not include the management of telecommunications services, including internet service provider (ISP) management, phone systems (unless specifically included), or mobile device management (unless specifically included).

6.5 Unsupported Systems

The Provider shall not be responsible for supporting hardware or software that has reached end-of-life or end-of-support status with the manufacturer, unless the Client acknowledges the risks in writing and agrees that such systems are supported on a best-effort basis only.

7. Compensation and Payment

7.1 Monthly Fee

The Client shall pay the Provider a monthly fee of monthly_fee (the "Monthly Fee") for the managed IT support services described in this Agreement. The Monthly Fee shall be invoiced on the first business day of each month and shall be due within thirty (30) days of the invoice date.

7.2 Additional Services

Services that fall outside the scope of this Agreement, including excluded services and project-based work, shall be billed at the Provider's then-current hourly rates or at a fixed fee agreed upon in a separate statement of work. The Provider shall not perform out-of-scope services without the Client's prior written approval.

7.3 After-Hours and Emergency Rates

Support services provided outside of normal business hours (including evenings, weekends, and holidays) shall be billed at 1.5 times the Provider's standard hourly rate, unless such support is included in the Monthly Fee.

7.4 Payment Terms

Payment shall be made by ACH transfer, check, or credit card. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month. If the Client's account is more than sixty (60) days past due, the Provider may suspend non-critical services upon ten (10) days' written notice.

7.5 Fee Adjustments

The Provider may adjust the Monthly Fee upon sixty (60) days' written notice, effective at the beginning of the next renewal term. Fee adjustments during a contract term shall require the mutual written agreement of both Parties.

8. Term and Termination

8.1 Initial Term

This Agreement shall have an initial term of twelve (12) months commencing on the Effective Date. Upon expiration of the initial term, this Agreement shall automatically renew for successive twelve (12) month periods, unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

8.2 Termination for Convenience

Either Party may terminate this Agreement at any time by providing the other Party with sixty (60) days' written notice. In the event of early termination by the Client during the initial term, the Client shall pay an early termination fee equal to three (3) months of the Monthly Fee.

8.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice, or if the other Party becomes insolvent or files for bankruptcy.

9. Transition Assistance

9.1 Transition Services

Upon termination or expiration of this Agreement, the Provider shall provide transition assistance to the Client or the Client's successor IT provider for a period of up to thirty (30) days. Transition assistance shall include: (a) transfer of all documentation, credentials, and administrative access; (b) knowledge transfer sessions; (c) assistance with data migration or transfer; and (d) cooperation in the orderly transition of services.

9.2 Transition Fees

Transition assistance during the thirty (30) day transition period shall be provided at the Provider's standard hourly rates. If the transition requires more than thirty (30) days, the Parties shall negotiate the terms and fees for the extended transition period in good faith.

9.3 Data and Access

Upon termination, the Provider shall: (a) return all Client data in the Provider's possession in a standard, usable format within ten (10) business days; (b) provide all administrative passwords, credentials, and access codes for the Client's systems; (c) transfer all licenses, subscriptions, and accounts held on behalf of the Client; and (d) securely delete all copies of the Client's data from the Provider's systems within thirty (30) days of the transition completion.

10. Confidentiality

Each Party shall keep confidential all information obtained from the other Party in connection with this Agreement. The Provider acknowledges that it will have access to the Client's sensitive business information, proprietary data, and trade secrets, and agrees to protect such information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

The Provider shall require all personnel who have access to the Client's systems or data to execute confidentiality agreements. The confidentiality obligations shall survive the termination or expiration of this Agreement.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY. THE PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS; (B) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OBLIGATIONS.

12. General Provisions

12.1 Independent Contractor

The Provider is an independent contractor. Nothing in this Agreement creates an employer-employee, joint venture, or partnership relationship.

12.2 Governing Law

This Agreement shall be governed by the laws of the state in which the Client's principal office is located, without regard to conflict of law principles.

12.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof.

12.4 Amendments

This Agreement may only be amended by written instrument signed by both Parties.

12.5 Severability

If any provision is held invalid, the remaining provisions continue in full force and effect.

12.6 Notices

All notices shall be in writing and delivered personally, by confirmed email, or by overnight courier.

12.7 Counterparts

This Agreement may be executed in counterparts. Electronic signatures shall be deemed original signatures.

13. Signatures

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

Client

client_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Provider

provider_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]