It Service Level Agreement Sample Doc

SERVICE LEVEL AGREEMENT (SLA)

THIS SERVICE LEVEL AGREEMENT (the "Agreement") is made and entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

SERVICE PROVIDER: [], with its principal place of business located at [] (“Provider”),

AND

CLIENT: [], with its principal place of business located at [] (“Client”).

---

1. SCOPE OF SERVICES

The Provider agrees to provide the following IT services to the Client (the “Services”): [] []

2. TERM

This Agreement shall commence on the Effective Date and shall continue for a period of ______ [months/years], unless terminated earlier in accordance with the provisions herein.

3. SERVICE AVAILABILITY AND UPTIME

The Provider shall use commercially reasonable efforts to ensure the Services are available ______% of the time, excluding scheduled maintenance.

• Scheduled Maintenance: Maintenance shall be performed during the hours of ______ to ______, with at least ______ hours’ prior written notice to the Client.
• Emergency Maintenance: May be performed at any time, provided the Provider uses reasonable efforts to notify the Client.

4. INCIDENT RESPONSE AND RESOLUTION

The Provider shall prioritize support requests based on the following severity levels:

5. SERVICE CREDITS

In the event that the Provider fails to meet the uptime guarantee specified in Section 3, the Client shall be entitled to a service credit calculated as follows: [__________________________________________________________________________________________] The maximum service credit for any single calendar month shall not exceed ______% of the monthly service fee.

6. FEES AND PAYMENT

In consideration for the Services, the Client shall pay the Provider the sum of $[__________] per [month/annum]. Payments shall be due within ______ days of the date of the invoice.

7. CONFIDENTIALITY

The parties agree to hold all proprietary information received from the other party in strict confidence and shall not disclose such information to any third party without prior written consent, except as required by law.

8. LIMITATION OF LIABILITY

Except for indemnification obligations, neither party shall be liable for any indirect, incidental, or consequential damages. The total liability of the Provider under this Agreement shall not exceed the total fees paid by the Client in the ______ months preceding the claim.

9. TERMINATION

Either party may terminate this Agreement upon ______ days’ written notice if the other party commits a material breach of this Agreement and fails to cure such breach within ______ days of receiving notice.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [______________________], without regard to its conflict of law principles.

---

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SERVICE PROVIDER:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________

CLIENT:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________