IT Managed Services Contract Template

IT Managed Services Contract Template — SLAs, Support & Maintenance

Structure IT managed services with clear SLAs, defined service scope, and proper exclusions that protect your IT services business.

Contract Template

1. Parties & Agreement

Identifies the IT services provider and client entering into a managed services relationship.

This IT Managed Services Agreement ("Agreement") is entered into as of [DATE]:
IT Provider: [YOUR NAME/COMPANY] ("Provider")
Client: [CLIENT NAME/COMPANY] ("Client")
This Agreement governs IT managed services for Client's technology infrastructure.

2. Managed Services Scope

Specifies exact IT services included: monitoring, support, maintenance, and management.

Provider will provide the following managed services:
1. Help Desk Support:
  - [X] hours per month or unlimited
  - Support channels: [PHONE, EMAIL, PORTAL, REMOTE]
  - Response times per SLA (Section 3)
2. System Monitoring:
  - 24/7 monitoring of critical systems
  - Alerting and notification
  - Performance monitoring
3. Maintenance & Updates:
  - Regular patching and updates
  - Security updates and patches
  - System optimization
4. Backup & Recovery:
  - Daily backups
  - Backup verification
  - Disaster recovery planning
5. Security Management:
  - Antivirus/antimalware management
  - Firewall management
  - Security monitoring
6. Reporting: Monthly service reports

3. Service Level Agreements (SLAs)

Defines response times, resolution times, and uptime guarantees with escalation procedures.

Response Time SLAs:
  - Critical Issues: [X] hours response
  - High Priority: [X] hours response
  - Normal Priority: [X] business hours response
  - Low Priority: [X] business days response
Resolution Time SLAs:
  - Critical Issues: [X] hours resolution target
  - High Priority: [X] hours resolution target
  - Normal Priority: [X] business days resolution target
Uptime SLA:
  - [X]% uptime guarantee for covered systems
  - Excludes planned maintenance and force majeure
SLA Credits:
  - [X]% credit for each hour of SLA breach
  - Maximum credit: [X]% of monthly fee per incident

4. Covered vs. Excluded Services

Explicitly lists included services versus excluded services that require separate agreements.

Services Included:
  - Help desk support per Section 2
  - System monitoring and management
  - Regular maintenance and updates
  - Backup and recovery services
  - Security management
Services NOT Included (Available Separately):
  - Hardware purchases and installation
  - Software licensing and procurement
  - Major system upgrades or migrations
  - Custom software development
  - Network infrastructure installation
  - Training and documentation
Excluded services require separate Statement of Work (SOW)

5. Client Responsibilities

Lists client obligations including policy compliance, access provision, and change approvals.

Client Responsibilities:
  - Provide necessary system access and credentials
  - Follow IT policies and procedures
  - Obtain approval before making system changes
  - Not install unauthorized software
  - Report issues promptly through proper channels
  - Designate primary IT contact
Client Actions That May Void Support:
  - Unauthorized software installation
  - Hardware modifications without approval
  - Policy violations
  - Accessing systems outside scope of authority
Issues caused by client actions may be billable separately

6. Planned Maintenance Windows

Establishes scheduled maintenance procedures and notice requirements.

Planned Maintenance:
  - Scheduled maintenance windows: [DAYS/TIMES]
  - Advance notice: [X] days for standard maintenance
  - Emergency maintenance: As needed with best-effort notice
Maintenance Activities:
  - System updates and patches
  - Security updates
  - Performance optimization
  - Backup system testing
Planned maintenance does not count against uptime SLA
Provider will minimize disruption during maintenance

7. Third-Party Vendors & Services

Clarifies provider responsibilities for managing third-party vendor relationships.

Third-Party Services:
  - Provider may manage relationships with vendors
  - Provider will advocate for Client with vendors
  - Provider cannot guarantee vendor performance
Vendor Limitations:
  - Provider not responsible for vendor outages
  - Provider not responsible for vendor response times
  - Provider not responsible for vendor service changes
  - Vendor issues are outside Provider's control
Provider will work with vendors but cannot control their services

8. Disaster Recovery & Business Continuity

Defines backup procedures, recovery objectives, and disaster recovery capabilities.

Backup Services:
  - Daily backups of critical systems
  - Backup retention: [X] days
  - Backup verification: [WEEKLY / MONTHLY]
Recovery Objectives:
  - Recovery Time Objective (RTO): [X] hours
  - Recovery Point Objective (RPO): [X] hours
Disaster Recovery:
  - DR plan documentation
  - DR testing: [ANNUALLY / QUARTERLY]
  - Actual recovery time may vary based on disaster scope
Client Responsibilities:
  - Maintain off-site backups of critical data
  - Test restore procedures
  - Provide disaster recovery requirements

9. Security & Compliance

Establishes security standards and compliance requirements.

Security Services:
  - Antivirus/antimalware management
  - Firewall configuration and monitoring
  - Security patch management
  - Security monitoring and alerting
Compliance:
  - [GDPR, HIPAA, PCI-DSS, etc. - if applicable]
  - Provider will implement reasonable security measures
  - Compliance is shared responsibility
Security Limitations:
  - Provider cannot prevent all security threats
  - Client responsible for user security practices
  - Provider not liable for breaches due to client negligence

10. Fees & Payment

Establishes monthly retainer fee, payment schedule, and terms.

Monthly Managed Services Fee: $[AMOUNT]
Payment Due: 1st of each month
Setup Fee: $[AMOUNT] (one-time, due upon signing)
Additional Services:
  - Services outside scope: $[RATE]/hour
  - After-hours support: $[RATE]/hour
  - Emergency support: $[RATE]/hour
Payment Terms: Net [X] days from invoice
Late Payment: Services may be paused if payment is [X] days overdue

11. Term & Termination

Defines contract term, renewal provisions, and termination procedures.

Initial Term: [X] months, beginning [START DATE]
Renewal: Auto-renews monthly unless either party provides [X] days written notice
Termination:
  - Either party may terminate with [X] days written notice
  - Setup fee is non-refundable
  - Client pays for services rendered through termination date
  - Provider will transfer access and provide documentation
Early Termination Fee: [X] months of monthly fee (if applicable)

12. Limitation of Liability

Limits provider liability to fees received and excludes indirect damages.

Provider's liability limited to total fees paid in the [X] months preceding any claim
Provider not liable for indirect, consequential, or punitive damages
Provider not liable for lost revenue, lost data, or business interruption
Provider not responsible for third-party vendor issues
Provider not responsible for client-caused issues
Maximum liability: [X] months of monthly fees

13. Signatures

Executes the IT managed services agreement with dated signatures.

Both parties agree to the terms above.
Provider: _________________ Date: _________
Client: _________________ Date: _________

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. We recommend having a qualified attorney review any contract before use to ensure it meets your specific needs and complies with applicable laws in your jurisdiction.

Pro Tips

  • Define SLAs clearly—vague promises lead to disputes
  • List exclusions prominently—clients may assume everything is included
  • Set realistic uptime guarantees—account for maintenance and force majeure
  • Document client responsibilities—many issues are client-caused
  • Clarify third-party vendor limitations—you manage, but can't control vendors
  • Include planned maintenance windows—necessary work shouldn't breach SLAs

Key Features of This Contract

Service Level Agreement (SLA) Definitions

Establishes specific SLAs for response times, resolution times, and uptime guarantees with clear definitions of what constitutes a "critical" versus "normal" issue. Includes escalation procedures and credit remedies for SLA breaches. Creates measurable service standards that protect both parties—clients know what to expect, providers know their obligations. SLAs should be realistic and account for complexity of different issue types.

Covered vs. Excluded Services Matrix

Explicitly lists what's included in managed services (monitoring, patching, backups, help desk) versus excluded services (hardware purchases, major upgrades, custom development) that require separate agreements. Prevents scope creep where clients expect unlimited IT services. Makes it easy to identify when requests fall outside covered services and require change orders or additional fees.

Client-Caused Issue Exclusion

Excludes provider responsibility for issues caused by client actions like unauthorized software installation, policy violations, or hardware damage. Requires clients to follow IT policies and obtain approval for changes. Protects providers from being held responsible when clients take actions that cause problems, while encouraging proper IT governance.

Third-Party Vendor Limitation

Clarifies that provider manages relationships with third-party vendors but cannot guarantee vendor performance, service availability, or response times. Provider will advocate for client but vendor issues are outside provider control. Protects providers from liability when cloud services, ISPs, or software vendors have outages or problems.

Planned Maintenance Windows

Establishes scheduled maintenance windows for updates, patches, and system changes, with advance notice requirements and procedures. Defines what constitutes planned maintenance versus emergency maintenance. Maintenance windows don't count against uptime SLAs, protecting providers from SLA breaches during necessary maintenance work.

Disaster Recovery & Business Continuity

Defines backup procedures, recovery time objectives (RTO), and recovery point objectives (RPO) for disaster recovery scenarios. Establishes testing requirements and client responsibilities. Sets realistic expectations about recovery capabilities while ensuring critical systems are protected. DR testing and actual recovery may have different timelines.

Frequently Asked Questions

What uptime guarantee should I offer?

99.5% to 99.9% is typical for managed services, which allows for planned maintenance and occasional issues. Higher guarantees (99.99%) require significant infrastructure investment and may not be realistic for all clients. Always exclude planned maintenance and force majeure from uptime calculations.

Am I responsible for third-party vendor outages?

No. Your contract should explicitly state that vendor issues (cloud services, ISPs, software vendors) are outside your control. You can commit to managing vendor relationships and advocating for clients, but cannot guarantee vendor performance.

What if a client causes an issue?

Your contract should exclude liability for client-caused issues. Require clients to follow IT policies and obtain approval for changes. Issues caused by unauthorized actions may be billable separately or excluded from support coverage.

How do I handle scope creep in managed services?

Maintain a clear matrix of covered vs. excluded services. When clients request excluded services, provide a change order or separate SOW with additional fees. Regular service reviews help identify scope creep early.

Should I guarantee specific response times?

Yes, but make them realistic. Critical issues might be 1-2 hours, normal issues might be next business day. Include escalation procedures and credit remedies for SLA breaches. SLAs should account for issue complexity and availability of client resources.

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