IT服务协议模板英文版3.doc

CONTRACT FOR IT SERVICES SUPPORT

THIS CONTRACT (“Contract”) is entered into this [合同日期] by and between [甲方] (“the Client”), and [乙方] (“the Contractor”).
WHEREAS, the Client wishes to have the Contractor performing the services hereinafter referred to, and
WHEREAS, the Contractor is willing to perform these services,
NOW THEREFORE THE PARTIES hereby agree as follows:
1. Services
(i) The Contractor shall perform the services specified in Annex A, “Terms of Reference and Scope of Services,” which is made an integral part of this Contract (“the Services”).
(ii) The Contractor shall provide the reports listed in Annex B, “Contractor's Reporting Obligations,” within the time periods listed in such Annex, and the personnel listed in Annex C, “Cost Estimate of Services, List of Personnel and Schedule of Rates” to perform the Services.
2. Term
The Contractor shall perform the Services during the period commencing [合同起始日] and continuing through [合同结束日] or any other period as may be subsequently agreed by the parties in writing.
3. Payment
A. Ceiling
For Services rendered pursuant to Annex A, the Client shall pay the Contractor an amount not to exceed a ceiling of US $ (合同总金额，就是合同期内累计付款金额不能超过这个数). This amount has been established based on the understanding that it includes all of the Contractor’s costs and profits as well as any tax obligation that may be imposed on the Contractor. The payments made under the Contract consist of the Contractor's remuneration as defined in sub-paragraph B below and of the reimbursable expenditures as defined in sub-paragraph C below.
B. Remuneration
The Client shall pay the Contractor for Services rendered at the rate(s) per man/month spent, in accordance with the rates agreed and specified in Annex C, “Cost Estimate of Services, List of Personnel and Schedule of Rates.”
C. Reimbursables
The Client shall pay the Contractor for reimbursable expenses, which shall consist of and be limited to:
(i) Normal and customary expenditures for official travel, accommodation, printing, and telephone charges; official travel will be reimbursed at the cost of less than first class travel and will need to be authorized by the Client’s coordinator;
(ii) Such other expenses as approved in advance by the Client’s coordinator.
D. Payment Conditions
Payment shall be made in US Dollars not later than 7 days after the end of each month following submission of invoices in duplicate to the Coordinator designated in paragraph 4.
4. Project Administration
A. Coordinator
The Client designates [甲方联系人] as Client’s Coordinator; the Coordinator shall be responsible for the coordination of activities under the Contract, and for approving payments.
B. Timesheets
During the course of their work under this Contract, including field work, the Contractor may be required to complete timesheets or any other document used to identify time spent, as instructed by the Project Coordinator.
C. Records and Accounts (Not Applicable)
The Contractor shall keep accurate and systematic records and accounts in respect of the Services, which will clearly identify all charges and expenses. The Client reserves the right to audit, or to nominate a reputable accounting firm to audit, the Contractor’s records relating to amounts claimed under this Contract during its term and any extension, and for a period of three months thereafter.
5. Performance Standard
The Contractor undertakes to perform the Services with the highest standards of professional and ethical competence and integrity.
6. Confidentiality

The Technicians shall not, during the term of this Contract and within two years after its expiration, disclose any proprietary or confidential information relating to the Services, this Contract or the Client’s business or operations without the prior written consent of the Client.
7. Ownership of Material
Any studies, reports or other material, graphic, software or otherwise, prepared by the Contractor for the Client under the Contract shall belong to and remain the property of the Client. The Contractor may retain a copy of such documents and software.
8. Contractor Not to be Engaged in Certain Activities
The Contractor agrees that, during the term of this Contract and after its termination, the Technicians and any entity affiliated with the Contractor, shall be disqualified from providing goods, works or services (other than the Services or any continuation thereof) for any project resulting from or closely related to the Services.
9. Insurance
The Contractor will be responsible for taking out any appropriate insurance coverage.
10. Assignment
The Contractor shall not assign this Contract or Subcontract any portion of it without the Client's prior written consent.
11. Law Governing Contract and Language

The Contract shall be governed by the law(s) in effect under the jurisdiction of the Client’s country, and the language of the Contract shall be English Language.
12. Dispute Resolution
Any dispute arising out of this Contract, which cannot be amicably settled between the parties, shall be referred to adjudication/arbitration in accordance with the laws of the Client’s country.

13 Termination

13.1 By the Client

The Client may terminate this Contract if the Technicians are unable to perform a material portion of the Services for a period of not less than thirty (30) days
(a) if the Technicians do not remedy a failure in the performance of their obligations under the Contract, within thirty (30) days after being notified or within any further period as the Client may have subsequently approved in writing,

(b) if the Technicians become insolvent or bankrupt;

(c) if, as the result of Force Majeure, the Technicians are unable to perform a material portion of the Services for a period of not less than sixty (60) days, or

(d) if the Client, in its sole discretion, decides to terminate this Contract.

13.2 By the Technicians
The Technicians may terminate this Contract, by not less than thirty (30) days’ written notice to the Client, such notice to be given after the occurrence of any of the events specified in paragraphs (a) and (b) of this Clause 13.2:

(a) if the Client fails to pay any monies due to the Technicians pursuant to this Contract and not subject to dispute pursuant to Clause 7 within forty-five (45) days after receiving written notice from the Technicians that such payment is overdue; or
(b) if, as the result of Force Majeure, the Technicians are unable to perform a material portion of the Services for a period of not less than sixty (60) days.

13.3 Payment upon Termination
Upon termination of this Contract pursuant to Clauses 13.1 or 13.2, the Client shall make the following payments to the Technicians:

(a) remuneration pursuant to Clause 3 for Services satisfactorily performed prior to the effective date of termination;

(b) except in the case of termination pursuant to paragraphs (a) ,(b) and d of Clause 13.1, reimbursement of any reasonable cost incident to the prompt and orderly termination of the Contract, including the cost of the return travel of the Personnel and their eligible dependents.

FOR THE CLIENT
FOR THE CONTRACTOR
[Insert the institution Name]
[Insert the position Name]
[Insert the name of authorized signatory]

[Insert the Contractor Name]
Signature
Signature

List of Annexes

Annex A: Terms of Reference and Scope of Services

Annex B: Contractor’s Reporting Obligations

Annex C: Cost Estimate of Services, List of Personnel and Schedule of Rates
Annex A

The following Services are covered by this Agreement;

o Manned telephone support
o Monitored email support
o Remote assistance using Remote Desktop and a Virtual Private Network where available
o Planned or Emergency Onsite assistance (extra costs apply)
o Monthly system health check

Annex B

The Contractor should provide the following report on monthly basis

o Inbound and/or Outbound calls summary
o Customers feedback report
o System outage report
o Monthly system health check report
o Planned and/or Contingent Maintenance report
o Additional cost details report

Annex C

Cost Estimate of Services, List of Personnel and Schedule of Rates

(1) Remuneration of Staff

Name
Rate
(per month in currency) US$
Time spent
(month)
Total
(currency)
US$
[乙方员工A职位]
[员工A姓名]
[员工A月薪]
[员工A合同期]
[员工A合同总金额]
B

C

[Insert the total amount of contract]

(2) Reimbursables

Rate
Days
Total
(a) International Travel
N.A

N.A
(b) Local Transportation
N.A

N.A
(c) Per Diem
N.A

N.A

0.00

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