Service Level Agreement Template Word Pdf

SERVICE LEVEL AGREEMENT (SLA)

THIS SERVICE LEVEL AGREEMENT (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

SERVICE PROVIDER: [__________________________________________________], a corporation organized and existing under the laws of [___________], with its principal place of business located at [__________________________________________________] (the "Provider"),

AND

CLIENT: [__________________________________________________], a corporation organized and existing under the laws of [___________], with its principal place of business located at [__________________________________________________] (the "Client").

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1. SCOPE OF SERVICES

The Provider agrees to perform the services described in Exhibit A (the "Services"). Any changes to the scope of services must be agreed upon in writing by both parties via a formal Change Order.

2. SERVICE LEVELS AND PERFORMANCE METRICS

The Provider shall use commercially reasonable efforts to meet the following performance standards:

3. UPTIME AND AVAILABILITY

The Provider guarantees an uptime of [___]% per calendar month, excluding scheduled maintenance. Scheduled maintenance shall be performed during the hours of [___________] and [___________] and shall be communicated to the Client at least [___] days in advance.

4. SERVICE CREDITS

In the event that the Provider fails to meet the service levels defined in Section 2 or the uptime defined in Section 3, the Client shall be entitled to a service credit calculated as follows: [__________________________________________________________________________].

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for a period of [___] months/years. Either party may terminate this Agreement upon [___] days' written notice in the event of a material breach by the other party that remains uncured after [___] days of receipt of written notice of such breach.

6. CONFIDENTIALITY

Each party agrees to hold in strict confidence all non-public information received from the other party during the term of this Agreement and shall not disclose such information to any third party without prior written consent.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special, or consequential damages. The total liability of the Provider under this Agreement shall not exceed the total fees paid by the Client to the Provider in the [___] months preceding the claim.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including all attached Exhibits, constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings of any kind.

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IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

PROVIDER:

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

CLIENT:

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

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EXHIBIT A: DESCRIPTION OF SERVICES

[___________________________________________________________________________] [___________________________________________________________________________] [___________________________________________________________________________]