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IT Support and Managed Services Agreement

A completed fictional managed IT services agreement covering SLA tiers, cybersecurity, UK GDPR processor duties, backups, service credits and exit.

Jurisdiction: England and Wales - completed fictional worked example

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Important: This sample provides general legal information only and is not legal advice. Check the law, prescribed forms and signing requirements that apply to your exact jurisdiction and circumstances before use.

# IT SUPPORT AND MANAGED SERVICES AGREEMENT

Date: 4 July 2029

Parties: Blue Orchard IT Ltd and Harcourt Legal Services Ltd

## 1. Parties and purpose

Blue Orchard IT Ltd (Company No. 12460871) provides Harcourt Legal Services Ltd (Company No. 08941120) with managed IT support from 1 August 2029 for an initial 12-month term. Services cover helpdesk, Microsoft 365 administration, endpoint patching, firewall monitoring, backup checks and incident response; legal advice remains Harcourt’s responsibility.

## 2. Scope, price and subject

Priority 1 incidents receive a response within one hour and a four-hour target workaround; P2 response is four hours, P3 eight hours and P4 the next Business Day. Monthly availability target is 99.5%, excluding agreed Sunday maintenance. Blue Orchard gives a 5% fee credit for a missed P1 workaround, capped at 30% of that month’s fee.

## 3. Operating duties

Harcourt pays £1,450 plus VAT monthly in advance and approved out-of-scope work at £110 per hour in hours or £165 out of hours. Blue Orchard must obtain approval before material extra work, issue itemised invoices and keep Harcourt’s data separate from its own.

## 4. Compliance, records and controls

For personal data processed on Harcourt’s documented instructions, Harcourt is controller and Blue Orchard processor under UK GDPR Article 28. Blue Orchard uses only approved sub-processors, applies Cyber Essentials Plus controls, MFA, encryption and least-privilege access, and reports a personal-data breach without undue delay.

## 5. Term, ending and remedies

Encrypted daily incremental and weekly full backups target an RPO of 24 hours and RTO of eight hours; restoration is tested twice yearly. Blue Orchard keeps an incident register, assists with reasonable security investigations and does not use Harcourt data for advertising, model training or unrelated analytics.

## 6. Liability and reservations

Either party may terminate after the initial term on 90 days’ notice, or immediately for insolvency or an uncured material breach. On exit Blue Orchard exports data in a standard format within 30 days, returns credentials and gives up to three months’ transition assistance at the agreed rate. Aggregate liability is capped at 12 months’ fees, excluding fraud, death or personal injury caused by negligence and data-protection liability to the extent not lawfully limitable.

## 7. Governing law and signatures

English law governs and disputes escalate to the service managers for ten Business Days before the courts of England and Wales. Directors Peter Lowe and Yasmin Shah sign on 4 July 2029. The SLA is a service commitment, not a guarantee that every incident will be resolved within the target.

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