What Does a Service Level Agreement Do

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: ____________________________, with its principal place of business located at ________________________________________________________ (the "Provider"),

AND

CLIENT: ____________________________, with its principal place of business located at ________________________________________________________ (the "Client").

1. PURPOSE AND SCOPE

The purpose of this Agreement is to define the standards of service, performance metrics, and responsibilities governing the relationship between the Provider and the Client regarding the provision of ____________________________ (the "Services"). This Agreement shall be annexed to and governed by the Master Services Agreement dated ________, 20.

2. SERVICE AVAILABILITY AND UPTIME

The Provider shall use commercially reasonable efforts to ensure the Services are available ____________% of the time, measured on a monthly basis, excluding Scheduled Maintenance.

• Scheduled Maintenance: Shall be defined as maintenance performed between the hours of ______ and ______ [Time Zone], with at least ______ hours of prior written notice provided to the Client.

3. RESPONSE AND RESOLUTION TIMES

In the event of a Service disruption or technical issue, the Provider shall adhere to the following response and resolution timeframes based on the severity level:

4. SERVICE CREDITS

Should the Provider fail to meet the service levels defined in Section 2 or Section 3, the Client shall be entitled to a Service Credit calculated as follows:

• Failure to meet uptime requirements: A credit of ______% of the monthly service fee for each ______% of downtime below the committed threshold.
• Total Service Credits shall not exceed ______% of the total monthly fees payable by the Client.

5. EXCLUSIONS

The Provider shall not be held liable for failure to meet service levels caused by:

1. Force Majeure events beyond the reasonable control of the Provider;
2. Negligence or intentional misconduct of the Client;
3. Failure of the Client’s hardware, software, or internet connectivity; or
4. Unauthorized modifications to the Service interface by the Client.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of ______ months/years, commencing on the Effective Date. Either party may terminate this Agreement upon ______ days' written notice if the other party commits a material breach of the performance standards defined herein and fails to cure said breach within ______ days of receiving written notice.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ____________________. Any disputes arising hereunder shall be resolved in the courts of ____________________.

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

FOR THE PROVIDER:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________

FOR THE CLIENT:

Signature: ___________________________ Name: _______________________________ Title: ________________________________ Date: ________________________________