Business SLD Template

BUSINESS SLD TEMPLATE

This Business Service Level Description ("SLD") is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing the services described in this SLD and possesses the personnel, facilities and expertise necessary to perform such services; and

WHEREAS, Client desires to procure such services from Provider under the terms and service levels set forth herein; and

WHEREAS, the parties intend for this SLD to define the scope, performance standards, payment obligations and procedural rules that govern the delivery and acceptance of the described services.

SCOPE OF WORK

Provider shall perform the services described below in accordance with the standards, deliverables and schedules specified. The parties agree that the following description is the operative statement of work for this SLD:

SERVICE LEVELS AND DELIVERABLES

Provider shall meet the following minimum service levels. Failure to meet the stated service levels shall entitle Client to the remedies set forth in this section, subject to Provider's cure rights and any applicable limitations of liability.

Standard remedies for noncompliance shall include service credits, extended support, or other remedies as agreed in writing. Provider shall use commercially reasonable efforts to prevent recurrence of any service failure.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration for the services rendered under this SLD. All payments are due in U.S. dollars unless otherwise agreed.

TERM AND TERMINATION

This SLD shall commence on and shall continue in full force until unless earlier terminated in accordance with this Section.

Either party may terminate this SLD for material breach if the breaching party fails to cure such breach within the notice period specified below after receipt of written notice.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

The receiving party shall (i) protect Confidential Information with the same degree of care it uses for its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this SLD; and (iii) not disclose Confidential Information to any third party except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

GOVERNING LAW

This SLD shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in that State for all disputes arising under or related to this SLD.

ENTIRE AGREEMENT

This SLD, together with any incorporated statements of work, exhibits or appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this SLD without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder. Each party shall comply with all applicable laws in performing its duties under this SLD. Force majeure events beyond a party's reasonable control shall suspend the affected party's obligations to the extent directly impacted.

NOTICES

All notices required or permitted under this SLD must be in writing and delivered to the contact and address specified below by hand, certified mail, courier or other internationally recognized delivery service.

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