Service Level Agreement Template Practical Law

SERVICE LEVEL AGREEMENT (SLA)

THIS SERVICE LEVEL AGREEMENT (the “Agreement”) is entered into this [Day] day of [Month], [Year] (the “Effective Date”) by and between:

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

(Provider and Client are collectively referred to as the “Parties” and individually as a “Party”).

1. PURPOSE AND SCOPE

This Agreement sets forth the service levels, performance standards, and remedies applicable to the services provided by Provider to Client as defined in the [Name of Master Services Agreement or Statement of Work] dated [Date] (the “Underlying Agreement”).

2. SERVICE LEVELS

Provider shall perform the services in accordance with the following metrics:

3. PERFORMANCE MONITORING AND REPORTING

3.1. Reporting: Provider shall submit a monthly report to Client no later than the [Number] day of each month detailing performance against the Service Levels. 3.2. Audit Rights: Upon [Number] days’ written notice, Client shall have the right to audit Provider’s records relating to the services during normal business hours to verify compliance with this Agreement.

4. SERVICE CREDITS

4.1. Failure to Meet Targets: In the event Provider fails to meet the specified Service Levels, Client shall be entitled to a service credit as follows:

• [Description of Service Credit Trigger] = [Percentage/Amount] reduction in the monthly service fee. 4.2. Credit Limitations: Total service credits in any given month shall not exceed [Percentage] of the total monthly fees payable under the Underlying Agreement.

5. EXCLUSIONS

Provider shall not be liable for any failure to meet Service Levels resulting from: (a) Force Majeure events; (b) Acts or omissions of the Client or its third-party agents; or (c) Scheduled maintenance performed with at least [Number] hours’ prior notice.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for the term of the Underlying Agreement unless terminated earlier in accordance with the terms thereof.

7. 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.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.

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

FOR: [PROVIDER NAME]

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

FOR: [CLIENT NAME]

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