Service Level Agreement Sla Pdf

SERVICE LEVEL AGREEMENT

DOCUMENT PREAMBLE & RECITALS

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

[Customer Legal Name], a [Jurisdiction of Incorporation] [Entity Type, e.g., corporation/limited liability company], having its principal place of business at [Customer Address] (hereinafter referred to as the "Customer"), and

[Vendor Legal Name], a [Jurisdiction of Incorporation] [Entity Type, e.g., corporation/limited liability company], having its principal place of business at [Vendor Address] (hereinafter referred to as the "Service Provider").

The Customer and Service Provider may hereinafter be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties have entered into a Master Services Agreement or underlying commercial contract dated [Date of Master Agreement] (hereinafter the "Master Agreement"), pursuant to which the Service Provider provides certain [Description of Services, e.g., cloud-hosted software / IT infrastructure / operational] services to the Customer;

WHEREAS, the Parties desire to define the specific service levels, performance metrics, measurement criteria, and corresponding remedies and service credits applicable to the provision of said services pursuant to the terms of this Agreement;

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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1. OPERATIONAL DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed below, and such definitions shall apply equally to the singular and plural forms of the terms defined:

1.1. "Availability" means the percentage of total time during a given calendar month that the Services are operational and accessible to the Customer, calculated in accordance with Section 3.1.

1.2. "Business Day" means any day other than a Saturday, Sunday, or a statutory holiday recognized in the jurisdiction of [Governing Jurisdiction].

1.3. "Downtime" means any period of time during which the Services are entirely unavailable to the Customer, or experiencing a Critical Failure rendering them unusable, excluding any Permitted Maintenance.

1.4. "Force Majeure Event" has the meaning ascribed to it in Section 5.3 of this Agreement.

1.5. "Incident" means any single event, or series of connected events, resulting in an unscheduled interruption of the Services, a reduction in performance, or a failure to meet any applicable Service Level.

1.6. "Maintenance Window" means the designated period during which scheduled maintenance, updates, patches, or upgrades may be performed by the Service Provider, specifically defined as [e.g., Saturdays from 00:00 to 04:00 EST].

1.7. "Permitted Maintenance" means scheduled maintenance performed during a designated Maintenance Window, or emergency maintenance undertaken pursuant to Section 3.3.

1.8. "Recovery Point Objective (RPO)" means the maximum targeted period in which data might be lost from an IT service due to an incident, defined as [e.g., 4 hours].

1.9. "Recovery Time Objective (RTO)" means the targeted duration of time and a service level within which a business process must be restored after a disaster or disruption, defined as [e.g., 2 hours].

1.10. "Service Credit" means the financial credit calculated as a percentage of the monthly service fee, to be applied against future invoices issued by the Service Provider to the Customer as an exclusive remedy for failure to meet specific Service Levels.

1.11. "Service Level(s)" means the quantitative and qualitative performance standards, metrics, and parameters set forth in Section 3 of this Agreement.

1.12. "Services" means the services provided by the Service Provider to the Customer pursuant to the Master Agreement and this SLA.

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2. SUBSTANTIVE TERMS & OBLIGATIONS

2.1. Scope of Services. The Service Provider warrants, covenants, and represents that it shall perform the Services in a professional, workmanlike manner, in accordance with industry standards, and strictly in compliance with the Service Levels set forth herein.

2.2. Uptime Commitment. The Service Provider guarantees a monthly System Availability of not less than [e.g., 99.9%] (the "Availability Target"), excluding Permitted Maintenance. Availability shall be calculated on a calendar-month basis using the following formula:

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

2.3. Scheduled Maintenance Protocol. The Service Provider shall provide the Customer with at least forty-eight (48) hours' prior written notice via email before conducting any non-emergency scheduled maintenance that is reasonably anticipated to cause service degradation or Downtime.

2.4. Incident Response and Resolution Times. The Service Provider shall classify and respond to Incidents reported by the Customer in accordance with the severity levels set forth below:

• Severity 1 (Critical): Complete loss of service, catastrophic failure, or core functionality entirely unavailable.
  • Response Time: Within [e.g., 15 minutes]
  • Resolution / Workaround Time: Within [e.g., 2 hours]
• Severity 2 (High): Significant performance degradation affecting critical business operations, with no immediate workaround available.
  • Response Time: Within [e.g., 1 hour]
  • Resolution / Workaround Time: Within [e.g., 4 hours]
• Severity 3 (Medium): Non-critical feature failure, partial degradation, or minor issue with an operational workaround.
  • Response Time: Within [e.g., 4 hours]
  • Resolution / Workaround Time: Within [e.g., 24 hours]
• Severity 4 (Low): Cosmetic issues, documentation requests, or minor feature inquiries.
  • Response Time: Within [e.g., 24 hours]
  • Resolution / Workaround Time: Within [e.g., 5 Business Days]

2.5. Service Credits for Non-Compliance. If the Service Provider fails to achieve the Availability Target in any given calendar month, the Customer shall be entitled to receive a Service Credit calculated against the monthly fees due under the Master Agreement, in accordance with the following schedule:

• Monthly Availability between [99.0%] and [99.89%]: [5%] Service Credit
• Monthly Availability between [95.0%] and [98.99%]: [15%] Service Credit
• Monthly Availability below [95.0%]: [30%] Service Credit

2.6. Service Credit Claim Process. 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 Service Level failure occurred. Failure to comply with this notice requirement shall forfeit the Customer's right to claim the credit. Service Credits shall be applied to the Customer's next subsequent invoice or, if the Agreement has terminated, refunded directly to the Customer via wire transfer within thirty (30) days of written request.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1. Event of Default. The occurrence of any of the following shall constitute a material breach and an "Event of Default" under this Agreement: * (a) The Service Provider fails to meet the Availability Target (below [95.0%]) for any three (3) consecutive calendar months, or any four (4) months in a rolling twelve (12) month period. * (b) Either Party fails to observe or perform any other material covenant, obligation, or condition contained in this Agreement. * (c) Either Party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed over a substantial portion of its assets.

3.2. Notice and Cure Period. In the event of a material breach or Event of Default, the non-defaulting Party shall provide written notice to the defaulting Party detailing the precise nature of the breach. Except where a specific timeframe is otherwise designated herein, the defaulting Party shall have a period of thirty (30) business days from the receipt of such notice to cure the identified breach (the "Cure Period").

3.3. Termination for Cause. If the defaulting Party fails to cure the material breach within the applicable Cure Period set forth in Section 3.2, the non-defaulting Party may terminate this Agreement immediately upon written notice, without prejudice to any other rights or remedies available at law or in equity.

3.4. Cumulative Remedies. All remedies specified herein—including Service Credits, termination rights, and legal damages—are cumulative and non-exclusive. Exercise of one remedy shall not preclude the assertion of any other remedy permitted under this Agreement or by applicable law.

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4. BOILERPLATE LEGAL PROVISIONS

4.1. 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. If modification is not possible, the provision shall be deemed severed, and the remaining provisions of this Agreement shall remain in full force and effect.

4.2. Entire Agreement. This Agreement, together with the Master Agreement and any expressly incorporated exhibits or schedules, constitutes the final, complete, and exclusive statement of the agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether oral or written.

4.3. Force Majeure. Neither Party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay arises from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, utility failures, or widespread internet infrastructure failures (each a "Force Majeure Event"). The affected Party shall promptly notify the other Party in writing and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice without penalty.

4.4. Governing Law and Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State/Country of [Governing Jurisdiction], without regard to its conflict of laws principles.

4.5. Dispute Resolution. * (a) Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the designated representatives of the Parties shall first attempt in good faith to resolve the matter commercially within fifteen (15) business days of written notice of the dispute. * (b) Arbitration: If the dispute cannot be resolved through good-faith negotiation, it shall be finally settled by binding arbitration administered by [Arbitration Body, e.g., the American Arbitration Association (AAA)] in accordance with its commercial arbitration rules. The place of arbitration shall be [City, State/Country], and the proceedings shall be conducted in the English language before a single arbitrator. The award rendered by the arbitrator shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction thereof.

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5. FORMAL EXECUTION BLOCK

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

CUSTOMER:

[Customer Legal Name]

By: _________________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date]

SERVICE PROVIDER:

[Vendor Legal Name]

By: _________________________________________
Name: [Signatory Name]
Title: [Signatory Title]
Date: [Date]