Exemplo de um contrato de serviços com terceiros

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Service Contract[Company Name]

[Company Name][Street Address]

[City, State Zip Code]

[Creation Date]

Notes: The following template is provided for writing a Service Contract document. [Inside each section, text in green font between brackets is included to provide

guidance to the author and should be deleted before publishing the final document.]

Inside each section, text in black font is included to provide a hypothetical but realistic example. The scenario is a generalization involving two Customers and two Service Providers.

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SERVICE CONTRACT TEMPLATE

[As a header, start identifying the nature of this document as a legal binding agreement between two or more participants. List the Parties directly involved in the Agreement. You may explain the reasons for this Agreement.]

This SERVICE AGREEMENT (this "AGREEMENT") dated this 1st day of May, 20xx is a legal document

BETWEEN

Client1 Inc. of Street Address, City, State Zip Code, andClient2 Inc. of Street Address, City, State Zip Code

(individually the "Customer" and collectively "The Customer")

- AND -

Provider1 Inc. of Street Address, City, State Zip Code, andProvider2 Inc. of Street Address, City, State Zip Code(individually and collectively "The Service Provider").

They are referred to individually as "Party" and collectively as the "Parties."

BACKGROUND

A. The Customer is of the opinion that The Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.

B. The Service Provider is agreeable to providing such services to The Customer on the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows.

AGREEMENT



[Here is where the actual clauses start. The clauses included may widely change from one contract to another. Select and fit, or create your own clauses as required by your case.]1. DEFINITIONS

The following terms, when used in this Agreement with initial capital letters, have the meanings ascribed to such terms in this Section.[Start with the definitions required to understand this document.]

1.1 "24x7x365" means twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year.

1.2 “Agreement" means a document that describes a formal understanding between two or more parties.

1.3 “Escalation" means an activity that obtains additional resources when these are needed to meet service level targets or customer expectations.

1.4 “Failure" means loss of ability to operate to specification, or to deliver the required output.

1.5 “Impact" means a measure of the effect of an incident, problem or change on business processes.

1.6 “Incident" means an unplanned interruption to an IT service or reduction in the quality of an IT service.

1.7 “Major Incident" means the highest category of impact for an incident, resulting in significant disruption to the business.

1.8 “Process" means a structured set of activities designed to accomplish a specific objective.

1.9 “Resolution" means an action taken to repair the root cause of an incident or problem, or to implement a workaround.

1.10"Service Hours" means an agreed time period when a particular IT service should be available.

1.11"Service Level" means measured and reported achievement against one or more service level targets.

1.12"Service Level Agreement (SLA)" means An agreement between an IT service provider and a customer.

1.13"Service Level Requirement (SLR)" means a customer requirement for an aspect of an IT service.

1.14"Service Level Target" means a commitment that is documented in a service level agreement.

1.15"Service Request" means a formal request from a user for something to be provided.

1.16"Service Software" means the items of Software used for the provision of the Service, together with all fixes, patches and upgrades thereto. All of the Service Software is listed in the document “The Customer. IT Services. List of Service Software”. New versions and releases of Service Software (i.e., new code that adds material new features and functions) will be included if agreed by the parties.

2. RIGHTS AND LICENSES [Ensure any legal right, ownership or license is declared.]

2.1 Service Software. Upon receipt of any necessary third party consents, the Service Provider shall assign and transfer to The Customer all of The Service



Provider’s right, title and interest it may hold with respect to the Service Software. The Customer hereby grants to The Service Provider a limited right to install, execute, copy, modify, display, and otherwise use all Service Software. and Materials, solely in order to perform IT Services under this Agreement

2.2 Customer Hardware. The Customer hereby grants to The Service Provider a limited right to use the Client Hardware solely in order to perform IT Services under this Agreement.

2.3 Consents. Prior to the Service Provider obtaining access to any Service Software or Hardware, The Service Provider will obtain all consents, approvals, and agreements that may be required from third parties for the grant of rights to perform the IT Services. The Customer will obtain any required Consents applicable to the Customer Hardware.

2.4 Costs. The Customer shall pay any and all third party fees or costs associated with the aforementioned rights and licenses.

3. SERVICES [Declare the necessary technical and legal aspects regarding the provision of the services. You must be specific to avoid misunderstandings, either in this document or in an external document.]

3.1 Services. The Service Provider will be during the Term of this contract, The Customer’s exclusive provider for all of the services identified on the document "The Customer. IT Service. Complete Description of Service and Targets.”, for as long as The Service Provider is not in breach of any provision contained herein, or, if such breach exists, so long as The Service Provider resolve such breach within a reasonable time after notice from The Customer.

3.2 Mission Critical Services. The Service Provider shall provide all the services identified as "Mission Critical Services" in the aforementioned document on a 24x7x365 basis during the Term of this Agreement.

3.3 Change in Services. If agreed by the Parties, Services and Service Levels might be modified without changing this Agreement, provided they continue to be subject to the terms and conditions of this Agreement, during the Term, The procedures to be follow in this case are described in the document "The Customer. IT Service. Complete Description of Service and Targets.”

3.4 Subcontracting. The Customer understands that The Service Provider may have contracted, and may in the future contract, with third parties to provide services in connection with any portion of the IT Services to be provided under this Agreement. Subcontracting does not relieve The Service Provider from its obligations hereunder.

3.5 Performance. The Service Provider will perform the IT Services in conformance with the applicable Service Levels set forth on the document "The Customer. IT Service. Service Level Agreement.”

4. OBLIGATIONS [This section is intended to set forth the obligations that the Parties shall assume.]

4.1 Policies. The Customer will comply with The Service Provider's reasonable policies, procedures, requirements, and restrictions with respect to The Customer's use of IT Services.



4.2 Cooperation. The Customer and The Service Provider will provide such mutual cooperation and assistance as reasonably requested by the other Party. The Customer's Services Managers will be the main point of contact for obtaining this cooperation. The Service Provider shall be excused from performing its obligations and meeting any Service Levels to the extent The Service Provider's performance is prevented or hindered by The Customer's failure to provide this cooperation.

4.3 Software and Hardware. The Service Provider is responsible for procuring all the required licenses and agreements for the Software required to the provision of the IT Services. The Customer shall be responsible for procuring and maintaining all the required Agreements for The Customer Hardware. All the required Software or Hardware will be purchased, leased or licensed by The Customer in its own name.

4.4 Facilities. The IT Services will be provided exclusively to the locations listed in the document "The Customer. IT Service. Complete Description of Service and Targets.” During the Term, The Customer will provide to The Service Provider the space, furnishings, janitorial service, telephone and Internet access that The Service Provider may reasonably require to provide the IT Services. The Service Provider will comply with any and all reasonable security and facility requirements required at The Customer locations.

5. COORDINATION AND COMMUNICATION [This section is devoted to set forth how the interaction between the parties shall be.]

5.1 Services Managers. Each Party will appoint a "Services Manager" who will serve as the primary point of contact for the other Party for matters related to this Agreement. Either Party may replace its Services Manager with a qualified individual by notifying the other Party of such new appointment.

5.2 Escalation. All matters requiring senior levels of management shall be brought to the attention of the Services Managers. It will be the responsibility of the Services Managers to coordinate and communicate a resolution for such matters. Detailed procedures for escalation are described in the document "The Customer. IT Service. Complete Description of Processes.”

5.3 Arbitration. The parties agree to try resolving their differences internally in good faith. In case a difference persists, they will submit their complaints to the arbitrator. The decision of the arbitrator will be considered final and must be accepted by both parties. The arbitrator will be The Arbitrator Company, and the procedures for arbitration are set for in the document “Agreement between The Customer, The Service Provider and The Arbitrator Company.”

5.4 Reports. For every Major Incident, The Service Provider will provide The Customer with at least one detailed Report about the Incident and its Resolution. The Report will be furnished to The Customer no more than three (3) days after the Resolution of the Incident. If appropriate, a Report might contain more than one Major Incident.

5.5 Service Performance Reviews. The Services Managers and Service Level Managers will meet formally twice each month and informally as needed in order to review Service Levels, address new requirements, review outstanding issues and other items as needed. Each Services Manager will submit to the other a list of agenda items no less than 48 hours prior to the scheduled



meeting. Meetings will be scheduled based on the availability of both Services Managers.

5.6 Agreement Review. Biannually, the Parties will meet to review this Agreement, and, if agreed by both Parties, update the terms, pricing, conditions and other details.

6. PRICING & PAYMENTS [Here you will cover the monetary aspects of the Agreement.]

6.1 Currency. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

6.2 Fees for Agreed Services. During the Term of this Agreement, The Customer will pay The Service Provider each month a fixed amount that is the sum of the pricing of each and all of the services listed in the document "The Customer. IT Service. Complete Description of Service and Targets.” At the beginning of the Term, this figure is eighteen thousands (18000) USD dollars and might be changed biannually as a result of an Agreement Review to reflect a change in costs, if any, resulting from the elimination, replacement, modification or addition of services to the list of agreed Services. In that case, the new figure will be updated as an Addendum to this Agreement.

6.3 Fees for Additional Services. For each month during which The Service Provider provides and The Customer agrees to purchase Additional Services, The Customer will pay The Service Provider at the rates set forth in the quote for Additional Services.

6.4 Expenses. The Customer will reimburse The Service Provider for any expenses that the Parties reasonably and mutually agree that are incurred by The Service Provider in connection with, and only to the extent necessary for, the provision of the agreed IT Services.

6.5 Adjustments. The Service Provider reserves the right to adjust its fees, upon notice to The Customer no later than two weeks before the biannual Agreement Review (which notice shall contain a reasonably detailed summary of each significant component of the Base Services and the fees to be charged therefore).

6.6 Penalties. In case a Service Level Target is missed according to the rating system explained in the document "The Customer. IT Service. Service Level Agreement”, a penalty will be applied to The Service Provider or credit will be awarded to The Customer, provided that The Service Provider is at fault. Penalties or credits will be applied according to the formula below:

PC$ = PS$ x (T% - B%); wherePC$: Penalty or credit [$]PS$: Price of the service whose service level target has been missed.T%: Applicable service level target.B%: Applicable service level obtained.

6.7 Taxes. The fees and charges of The Service Provider under this Agreement exclude all applicable income, franchise, excise, sales, use, gross receipts, value added, goods and services, property, or similar tax imposed by any federal, state, or local taxing authority ("Taxes"), and The Customer will be responsible for payment of all such Taxes and any related penalties and



interest, arising from the payment of fees and charges to The Service Provider. The Customer will indemnify and hold The Service Provider harmless from any and all damages, losses, liabilities, demands, awards, assessments, costs, penalties, and expenses, arising directly or indirectly from The Customer's failure to collect or pay any of the Taxes required to be collected or paid by The Customer.

6.8 Invoicing. Upon Acceptance of Service and between the 1st and the 7th day of the month, The Service Provider will invoice The Customer for an amount equal to the total Fee for the Agreed Services and Additional Services for the preceding month, and for any reimbursable expenses under this Agreement. In case Service Provider fails to invoice The Client in time, the invoicing will be deferred to the next month. The deadline for The Customer to pay will be the 15th day of the month in which the invoice has been received. The Customer will pay interest on all payments received after the deadline for payment at the rate of 5% annualized. In the event The Customer fails to pay any invoiced amount within 15 days after the deadline for payment, The Service Provider shall have the right to suspend the performance of IT Services, and such breach shall be sufficient cause for termination of this Agreement by The Service Provider.

6.9 Invoice Records. The Service Provider will maintain complete and accurate records of the fees billed to The Customer in accordance with generally accepted accounting principles. The Service Provider will maintain such records applicable to fees for a period of two (2) years after The Customer is invoiced for such fees.

7. PROTECTIONS[Protect here the Parties against loss of confidentiality, privacy, etc.]

7.1 Confidentiality. The Parties acknowledge that any nonpublic information disclosed or provided by one Party to another Party in connection with this Agreement will be subject to the terms in the document “Confidentiality Agreement between The Customer and The Service Provider.”

7.2 Access. None of the Parties shall access or attempt to access any equipment, computer, software, network, electronic files, or electronic data of the other Party for other purpose than those specifically required and authorized to provide or receive, as applicable, the IT Services. Each Party shall limit such access to those individuals with a requirement to have such access in connection with this Agreement. Each Party shall strictly follow all security rules and procedures of the other Party for use of those resources. Any breach of such Terms must be subject to the Confidentiality Agreement between the Parties.

7.3 Non-competition. Either Party will not compete in the other Party’s market for at least one year upon the expiration or termination of this Agreement.

7.4 Non-solicitation. Either Party will not hire the other Party’s employees for at least six months upon the expiration or termination of this Agreement, or at least six months after the termination of the contractual relation between the employer and the employee, without the express consent of this other Party.

8. LIMITATION OF LIABILITY [Put limits to the extent of liability a Party may be charged. It’s a good idea to write in different font type to emphasize upon the normal clauses.]



8.1 Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF PROFIT OR DATA, FOR BUSINESS INTERRUPTION, OR FOR DAMAGE TO PROPERTY ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.2 Liability Limit. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED THE MONTHLY VALUE OF SERVICES.

8.3 Basis of the Bargain. EACH PARTY ACKNOWLEDGES THAT THE MUTUAL LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.

9. WARRANTIES AND REPRESENTATIONS [In this section you clarify the scope of any implied warranty. Write any disclaimer about implied warranties in an emphasizing font type.]

9.1 DISCLAIMER. THE IT SERVICES UNDER THIS AGREEMENT ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS.” EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, AND EACH PARTY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT.

9.2 Each party represents that it has the requisite corporate authority to enter into this Agreement and to grant the rights granted herein, and that there are no outstanding rights, agreements, grants, encumbrances, obligations or restrictions that would prevent such party from performing under the terms of this Agreement.9.3 Each party represents that it will comply with all applicable federal, state

and local laws and regulations in the performance of its obligations hereunder.

10. INDEMNIFICATION [Specify the extension of any indemnification if applicable.]

10.1Each Party will, at its expense, defend, indemnify, and hold the other Party harmless from and against any and all claims, actions, demands, suits, losses, liabilities, judgments, expenses and costs (including reasonable attorneys' fees and fees of other professionals) arising out of or relating to any personal injury (including death) or loss or damage to tangible property (other than data or information) to the extent such injury or damage is the result of negligence or wrongful misconduct of the offending Party or its employees. The affected Party will notify the offending Party in writing of any Claim for which it believes it is entitled to indemnification under this Section; however, the offending Party will be relieved of its indemnification obligations under this Section if the failure to



receive such notice undermines its ability to defend the Claim.

11. TERM AND TERMINATION [Specify how to manage the expiration or termination of the IT Services provision under this Agreement.]

11.1Term. The term of this Agreement will begin at the first hour on April 1, 2012 and will continue until the last hour on March 31, 2013 unless it is terminated earlier under the following clauses.

11.2Renewal. This Agreement will not renew automatically. Both Parties may convene to do so if agreed at least 15 days before the expiration of the Term.

11.3Termination with Cause. Either Party may terminate this Agreement in its entirety upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within 15 days after receipt by the breaching Party of written notice from the non-breaching Party describing such breach.

11.4Termination without Cause. Either Party may terminate this Agreement at any time, without cause, 30 days after a written notice state the intention to do so.

11.5Cooperation. Unless this Agreement is terminated by the Service Provider due to breach of the terms of the Agreement by the Customer, The Service Provider shall use commercially reasonable efforts to assist The Customer in effecting a transition of the IT Services, in a manner consistent with then-current industry best practices, to The Customer or another service provider chosen by The Customer.

11.6Termination Period. The Termination Period will encompass the 30 days before the expiration of this Agreement, or the 30 days after a notice of termination is given, whatever comes before. The Service Provider will continue to provide IT Services as well as Additional Services if required for termination until the last day of the Termination Period.

12. MISCELLANEOUS [Add here any provision no mentioned in the previous clauses.]

12.1Notices. Except as otherwise provided, all notices that are permitted or required under this Agreement shall be in writing, in English, and shall be deemed given when delivered by "certified mail", addressed as follows, or to such other person or address as may be designated by notice to the other Party:

If to the Customer, to both:Client1 Inc.

Street Address, City, State Zip

Attn: John SmithFacsimile: (111)…

Client2 Inc. Street Address, City, State Zip

Attn: Jane SmithFacsimile: (222)…

If to the Service Provider, to both:Provider1 Inc.

Street Address, City, State ZipAttn: John Doe

Provider2 Inc. Street Address, City, State ZipAttn: Jane Doe



Facsimile: (333)… Facsimile: (444)…12.2Applicable Law. This Agreement shall be construed and governed in

accordance to the internal laws of the State of Florida (without giving effect to principles of conflicts of laws).

12.3Severability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.

12.4Force Majeure. Neither Party will be liable for delays or failure to perform the Services if due to any cause or conditions beyond its reasonable control, including delays or failures due to natural disasters, acts of civil or military authority, fire, wars, or utility disruptions.



The Parties have executed this Agreement as of the day May 1, 20xx.[These are the authorities signing the Agreement.]

For The Customer For The Service ProviderName:TitleCompany: Client1 Inc.

Name:TitleCompany: Provider1 Inc.

Name:TitleCompany: Client2 Inc.

Name:TitleCompany: Provider2 Inc.

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Exemplo de um contrato de serviços com terceiros

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Transcript of Exemplo de um contrato de serviços com terceiros