Service Level Agreement Sample Draft

SERVICE LEVEL AGREEMENT

This Service Level Agreement (the “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between:

SERVICE PROVIDER: [Company Name], a corporation organized and existing under the laws of [State/Jurisdiction], with its principal place of business located at [Full Address] (“Provider”);

AND

CLIENT: [Company Name], a corporation organized and existing under the laws of [State/Jurisdiction], with its principal place of business located at [Full Address] (“Client”).

(Collectively referred to as the “Parties”).

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1. PURPOSE AND SCOPE

The purpose of this Agreement is to define the service levels, performance standards, and responsibilities of the Provider in the delivery of [Insert Service Description] (the “Services”) to the Client. This Agreement is governed by the Master Services Agreement (MSA) dated [Date of MSA].

2. SERVICE AVAILABILITY

Provider shall use commercially reasonable efforts to ensure the Services are available [Percentage]% of the time, excluding Scheduled Maintenance.

• Scheduled Maintenance: Maintenance shall be performed during the window of [Time/Time Zone] to [Time/Time Zone], with a minimum of [Number] hours of prior notice provided to the Client.
• Emergency Maintenance: May be performed at any time if deemed necessary to maintain the integrity of the system. Provider shall notify Client as soon as reasonably practicable.

3. PERFORMANCE METRICS

Provider shall adhere to the following performance standards:

4. INCIDENT MANAGEMENT AND SUPPORT

The Parties agree to the following prioritization for technical issues:

• Critical (P1): Total loss of service or major security breach. Target Resolution: [Time, e.g., 4 hours].
• High (P2): Significant degradation of service. Target Resolution: [Time, e.g., 8 hours].
• Standard (P3): Minor bugs or general inquiries. Target Resolution: [Time, e.g., 2 business days].

5. SERVICE CREDITS

In the event that the Provider fails to meet the defined Performance Metrics, the Client shall be entitled to a service credit calculated as follows:

• Failure to meet [Metric] results in a [Percentage]% credit of the monthly service fee for the month in which the failure occurred.
• The maximum aggregate liability for service credits in any single calendar month shall not exceed [Percentage]% of the total monthly fees payable.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and remain in effect for a period of [Number] years/months. Either party may terminate this Agreement upon [Number] days’ written notice in the event of a material breach by the other party that remains uncured.

7. LIMITATION OF LIABILITY

Except as expressly provided in this Agreement, Provider makes no warranties, express or implied, regarding the Services. To the maximum extent permitted by law, the total liability of Provider for any claim arising out of this Agreement shall be limited to [Amount].

8. GOVERNING LAW

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

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SIGNATURES

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

FOR SERVICE PROVIDER:

Signature: ___________________________ Name: [Name of Signatory] Title: [Title] Date: ___________________________

FOR CLIENT:

Signature: ___________________________ Name: [Name of Signatory] Title: [Title] Date: ___________________________