Service Level Agreement Sla Examples and Template

SERVICE LEVEL AGREEMENT SLA EXAMPLES AND TEMPLATE

1. Document Preamble & Recitals

This Service Level Agreement (the "Agreement" or "SLA") is entered into and made effective as of [Date] (the "Effective Date"), by and between:

[Customer Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Customer Address] (hereinafter referred to as the "Customer"), and

[Provider Legal Name], a [State/Country of Incorporation] corporation, having its principal place of business at [Provider Address] (hereinafter referred to as the "Service Provider").

Recitals

WHEREAS, the Service Provider is engaged in the business of providing [Description of Core Services, e.g., enterprise cloud computing, IT infrastructure management, software-as-a-service solutions];
WHEREAS, the Customer desires to retain the Service Provider to provide such services, and the Service Provider has agreed to provide such services subject to the performance metrics, service levels, and terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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2. Operational Definitions

For purposes of this Agreement, the following terms shall have the meanings ascribed below. Numbered definitions shall govern the interpretation of this contract:

1. "Availability" means the percentage of total time during a given calendar month that the Services are operational and accessible to the Customer via the designated network interface, calculated in accordance with Section 3.
2. "Business Day" means any day other than a Saturday, Sunday, or a statutory holiday observed by the federal government of [Jurisdiction] or the state/province of [State/Province].
3. "Critical Incident" means a complete failure of the core Services resulting in a total disruption of the Customer's primary business operations with no work-around available.
4. "Downtime" means any period of time, measured in minutes, during which the Services are entirely unavailable to the Customer, excluding Scheduled Maintenance and Force Majeure Events.
5. "Force Majeure Event" has the meaning ascribed to it in Section 5.3 of this Agreement.
6. "Maintenance Window" means the designated time frame during which the Service Provider may perform routine updates, patches, and system maintenance, specifically restricted to [e.g., Saturdays between 00:00 and 04:00 EST].
7. "Scheduled Maintenance" means routine maintenance of the hardware and software running the Services, for which the Customer has received at least forty-eight (48) hours prior electronic notice.
8. "Service Credits" means the monetary or billing-credit remedies applied against future invoices issued by the Service Provider to the Customer as compensation for failing to meet specified Service Level Objectives (SLOs).
9. "Services" means the professional, technical, and operational services provided by the Service Provider pursuant to this Agreement and its associated Statements of Work (SOW).
10. "Service Level Objective (SLO)" means the target performance standard that the Service Provider commits to achieve during the term of this Agreement.

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3. Substantive Terms & Obligations

3.1 Scope of Services

The Service Provider shall provide the Services to the Customer in a professional, workmanlike manner, in accordance with industry standards, and strictly complying with the specifications, timelines, and service levels detailed in this Agreement and any active Statement of Work.

3.2 Service Level Objectives (SLOs) and Performance Metrics

The Service Provider commits to maintaining a monthly system Availability of not less than 99.9% (the "Availability Target"). Availability shall be calculated using the following formula:

$$\text{Availability (%)} = \left( \frac{\text{Total Minutes in Month} - \text{Downtime Minutes}}{\text{Total Minutes in Month}} \right) \times 100$$

3.3 Incident Response and Resolution Times

The Service Provider shall respond to and resolve support tickets submitted by the Customer in accordance with the severity levels defined below:

3.4 Service Credits for Non-Compliance

If the Service Provider fails to meet the Availability Target in any given calendar month, the Customer shall be entitled to receive Service Credits applied to the following month's invoice, calculated as follows:

• Availability between 99.0% and 99.89%: [10%] of the monthly service fee.
• Availability between 95.0% and 98.99%: [25%] of the monthly service fee.
• Availability below 95.0%: [50%] of the monthly service fee.

To receive a Service Credit, the Customer must submit a written claim via email to [Billing Email Address] within thirty (30) days following the end of the month in which the failure occurred. Service Credits represent the Customer's sole and exclusive financial remedy for SLA breaches, without prejudice to the Customer's right to terminate for cause under Section 4.

3.5 Representations and Warranties

Each Party represents and warrants that: (a) it has the full power and authority to enter into this Agreement; (b) the execution and performance of its obligations under this Agreement do not violate any other agreement to which it is a party; and (c) it will comply with all applicable local, state, federal, and international laws, rules, and regulations in the performance of its obligations hereunder.

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4. Default, Termination, and Remedies

4.1 Events of Default

The occurrence of any of the following shall constitute a material breach and "Event of Default" under this Agreement:

1. Failure by the Service Provider to achieve the Availability Target below 95.0% for any two (2) consecutive calendar months, or any three (3) months in a rolling twelve (12) month period.
2. Failure by either Party to pay any undisputed invoice or monetary obligation within thirty (30) days of receiving written notice of delinquency.
3. Breach of any material representation, warranty, or covenant set forth in Section 3.5.
4. The filing of a bankruptcy petition by or against a Party, the appointment of a receiver for a Party’s assets, or an assignment for the benefit of creditors.

4.2 Notice and Cure Periods

Except as otherwise provided herein, a Party claiming a material breach (the "Non-Breaching Party") shall provide written notice of default to the breaching Party, detailing the exact nature of the breach. The breaching Party shall have thirty (30) business days from the receipt of such notice to cure the identified default (the "Cure Period").

4.3 Remedies Upon Default

If the breaching Party fails to cure the default within the designated Cure Period, the Non-Breaching Party may, at its sole discretion and without waiving any other legal or equitable rights:

1. Terminate this Agreement immediately upon written notice;
2. Withhold payment of any fees associated with the non-conforming Services;
3. Pursue all available remedies at law or in equity, including damages up to the maximum cap permitted under this Agreement.

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5. Boilerplate Legal Provisions

5.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected thereby.

5.2 Entire Agreement

This Agreement, including all attached schedules, exhibits, and active Statements of Work, constitutes the final, complete, and exclusive expression of the agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, discussions, understandings, and agreements, whether oral or written.

5.3 Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, embargoes, pandemic, government restrictions, or other similar events beyond the reasonable control of the affected Party (each, a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing upon the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable.

5.4 Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the substantive laws of the State/Country of [Jurisdiction], without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located within [County, State/Jurisdiction] for the resolution of any legal proceedings arising out of this Agreement.

5.5 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the matter through senior management negotiations. If the dispute is not resolved within thirty (30) days of the initial written notice of dispute, either Party may submit the dispute to binding arbitration administered by [Arbitration Body, e.g., the American Arbitration Association] in accordance with its commercial arbitration rules, with the venue of arbitration taking place in [City, State].

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6. Formal Execution Block

IN WITNESS WHEREOF, the Parties hereto have caused this Service Level Agreement to be executed by their duly authorized representatives as of the Effective Date written above.

CUSTOMER: [Customer Legal Name]

Signature: _________________________________________________
Name: [Authorized Signatory Name]
Title: [Title, e.g., Chief Executive Officer]
Date: [Date]

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SERVICE PROVIDER: [Provider Legal Name]

Signature: _________________________________________________
Name: [Authorized Signatory Name]
Title: [Title, e.g., Chief Operating Officer]
Date: [Date]