IT Managed Services Agreement (MSA) Template
Recurring revenue is the lifeblood of a successful agency, but poorly structured retainer agreements lead to endless support tickets, scope creep, and burnout. An ironclad Managed Services Agreement (MSA) protects your time, sets strict boundaries around Service Level Agreements (SLAs), and ensures you get paid for what you actually do.
Use this foundational MSA template to structure your next IT, Cloud, or DevOps retainer.
1. Services Provided (The "Coverage")
Provider: [Your Agency Name] Client: [Client Company Name] Effective Date: [Date]
During the Term of this Agreement, Provider will deliver the following Managed IT Services (the "Services") for the Client's production infrastructure:
- 24/7 Server Monitoring: Proactive monitoring of AWS EC2 instances, RDS databases, and load balancers.
- Monthly Patch Management: Applying critical security patches and OS updates to managed servers on the first Sunday of every month.
- Routine Backups: Daily automated snapshots of the production database, retained for 30 days.
- Helpdesk Support: Access to our ticketing system for Tier 2 and Tier 3 technical escalations.
1.1 Explicit Exclusions
The following services are not covered under this monthly retainer and will be billed separately at our standard hourly rate of $175/hr:
- Major version upgrades of programming languages or frameworks (e.g., upgrading from Node 14 to Node 18).
- Development of new application features or architectural changes.
- End-user (Tier 1) desktop IT support.
2. Service Level Agreement (SLA) & Response Times
Provider will respond to Support Tickets based on the severity of the issue, categorized as follows:
| Severity Level | Definition | Guaranteed Response Time | Guaranteed Resolution Target |
|---|---|---|---|
| Severity 1 (Critical) | Complete production system outage; business halted. | 1 Hour (24/7) | 4 Hours |
| Severity 2 (High) | Core functionality degraded; no workaround exists. | 4 Hours (Business Hours) | 24 Hours |
| Severity 3 (Normal) | Non-critical bug or minor feature disruption. | 1 Business Day | 3 Business Days |
| Severity 4 (Low) | General inquiry, cosmetic issue, or feature request. | 2 Business Days | N/A (Added to backlog) |
Note: "Response Time" is defined as acknowledging the ticket and beginning triage. It does not guarantee a complete resolution within that timeframe.
3. Fees and Billing
Monthly Retainer Fee: $5,500 USD
- Invoicing: Provider will invoice the Client on the 1st day of each calendar month for that month's Services.
- Payment Terms: All invoices are due Net 15 days from the date of issuance.
- Late Payments: Failure to remit payment within 30 days will result in an immediate suspension of all monitoring and support services until the account is brought current. A late fee of 1.5% per month will apply to overdue balances.
4. Client Responsibilities
Provider's ability to meet the SLAs is contingent upon the Client fulfilling the following obligations:
- Access: Client must provide uninterrupted administrative access to all necessary infrastructure (AWS IAM, GitHub, etc.).
- Communication: Client must report all issues exclusively through the official Provider Ticketing Portal (email or Slack requests do not trigger SLA clocks).
- Environment Integrity: Client must not allow unauthorized third parties to modify the production environment without notifying Provider.
5. Term and Termination
5.1 Initial Term
This Agreement will commence on the Effective Date and remain in effect for an initial period of Twelve (12) Months.
5.2 Renewal
Upon expiration of the Initial Term, this Agreement will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the renewal date.
5.3 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.
6. Limitation of Liability
In no event shall Provider be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of or related to this Agreement. Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client to the Provider during the three (3) months immediately preceding the event giving rise to the claim.
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