Business Service Levels Document

Business Service Levels Document

RECITALS

WHEREAS, Client Name: ; and

WHEREAS, Service Provider Name: ; and

WHEREAS, the Parties desire to set forth the service levels, performance metrics, remedies, reporting and related terms applicable to the services to be provided commencing on Effective Date: .

SCOPE OF WORK

SERVICE LEVELS

1. Availability/Uptime. Provider shall use commercially reasonable efforts to ensure Service Availability of % measured monthly, excluding Scheduled Maintenance as defined below.

2. Response Times. Provider will acknowledge incidents in accordance with priority levels:
- Priority 1 (Critical) initial response within .
- Priority 2 (High) initial response within .
- Priority 3 (Normal) initial response within .

3. Resolution Targets. Provider shall use commercially reasonable efforts to resolve incidents per priority:
- Priority 1 resolution target: .
- Priority 2 resolution target: .
- Priority 3 resolution target: .

4. Scheduled Maintenance. Provider may perform scheduled maintenance upon providing Client with not less than hours' advance notice. Scheduled Maintenance windows shall not exceed hours per occurrence and shall be excluded from Availability calculations.

5. Reporting and Measurement. Provider will deliver service performance reports to Client on a basis, including uptime, incident metrics and root-cause analyses for Priority 1 incidents.

6. Remedies. If actual Monthly Availability falls below the target in a given month, Client is entitled to service credits equal to , capped at of the monthly service fee. Credits are Client's sole and exclusive remedy for downtime, except as expressly provided herein.

PAYMENT TERMS

Unpaid amounts shall accrue interest at per month (or the maximum permitted by law), commencing days after invoice due date. Provider may suspend services for nonpayment following days' prior written notice.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and remain in effect until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Either party may terminate without cause upon days' prior written notice to the other party.

Effect of Termination. Upon termination, Client shall pay Provider for services performed through the effective termination date. Service credits are not payable after termination except for credits accrued prior to the effective termination date.

CONFIDENTIALITY

Each party shall hold Confidential Information of the other in confidence and shall not disclose such information except to employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information which (i) is or becomes publicly known through no breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of the other party's Confidential Information.

Upon termination, each party shall return or destroy the other party's Confidential Information within days, except to the extent retention is required by law or reasonable archival purposes, in which case retained copies remain subject to confidentiality obligations.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or willful misconduct, neither party's aggregate liability for claims arising out of or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability. In no event shall either party be liable for lost profits, loss of business, or incidental, consequential or punitive damages.

CHANGE MANAGEMENT

Changes to the Scope of Work or service levels shall be managed through a written change request process. Proposed changes shall include description, impact on fees and schedule, and require written approval by authorized representatives of both parties prior to implementation.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising under this Agreement.

This document, together with any executed change orders and statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

AUDIT RIGHTS

Client may, upon reasonable notice and during normal business hours, audit Provider's records to verify compliance with the service levels and billing. Audits shall be limited to once per twelve-month period unless material noncompliance is suspected. Any audit that reveals material underbilling shall entitle Provider to payment of underbilled amounts and Client to reimbursement of reasonable audit costs if underbilling exceeds .

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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