SERVICE LEVEL AGREEMENT
This Service Level Agreement (the "SLA") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
This SLA is an attachment to [underlying agreement] (the "Underlying Agreement"). It is not a standalone services contract. It sets availability, support, and credit terms for the covered services.
1. Covered Services. This SLA applies to [covered services] (the "Covered Services"). It does not apply to a service the Underlying Agreement leaves out of this attachment.
2. Availability. The Provider will make the Covered Services available 99.9% of the time in each calendar month. Availability is measured monthly. Scheduled maintenance the Provider announces in advance, and downtime the Customer causes, are left out of the measurement.
3. Support Hours. The Provider will provide support on business days from 9 a.m. to 5 p.m. in the Provider's local time, excluding the Provider's published holidays.
4. Response Targets. The Provider will acknowledge a report made during the support hours: a severity 1 issue, where the Covered Services are unavailable, within two hours; a severity 2 issue, where a major function is impaired, within one business day; and a severity 3 issue, covering other problems, within two business days. An acknowledgement means a person has confirmed the report and started work. It is not a promise to resolve the issue in that time.
5. Service Credits. If monthly availability misses the target, the Customer may request a service credit of 10% of the monthly fees for the affected service. Credits are the Customer's sole remedy for missing the target, and they are capped at 100% of that month's fees for the affected service. The Customer must claim a credit in writing within 30 days after the month ends. Availability and credit mechanics are modified from Common Paper standard terms (CC BY 4.0).
6. Repeated Failure. If the Provider misses the availability target for three calendar months in a row, the Customer may terminate the affected service by written notice. Fees already paid for time after that termination, for that service only, will be refunded. The rest of the Underlying Agreement stays in effect.
7. Precedence. If this SLA conflicts with the Underlying Agreement on service credits, this SLA controls for credits only. On every other subject, the Underlying Agreement controls.
8. Governing Law. This SLA is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
9. General. This SLA may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
