Legal SLA Amendments

AMENDMENT TO SERVICE LEVEL AGREEMENT

This Amendment to the Service Level Agreement (this Amendment) is made effective as of (Effective Date), by and between Client Name: , a organized under the laws of , with principal place of business at (Client), and Service Provider Name: , a organized under the laws of , with principal place of business at (Provider). Client and Provider are each a Party and collectively the Parties.

RECITALS

WHEREAS, Client and Provider entered into a Service Level Agreement dated (SLA), which sets forth the terms and service levels under which Provider delivers certain services to Client;

WHEREAS, the Parties desire to amend certain provisions of the SLA to reflect updated service levels, reporting obligations, and remedies for non-performance as set forth in this Amendment; and

WHEREAS, except as expressly modified by this Amendment, the SLA remains in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the SLA. Where a term is defined in this Amendment, such definition shall control for purposes of interpreting this Amendment.

2. AMENDMENTS TO SLA

The SLA is hereby amended as set forth in this Section 2. Each amendment below identifies the provision of the SLA to be modified and the new text that shall replace or supplement the existing provision. Unless expressly amended below, all other terms of the SLA remain unchanged.

Amendment Item 1 — Section Reference

Amendment Item 1 — Replacement Language

Amendment Item 2 — Section Reference

Amendment Item 2 — Replacement Language

Amendment Item 3 — Section Reference (optional)

Amendment Item 3 — Replacement Language (optional)

3. SERVICE LEVEL MODIFICATIONS

The Parties agree that the service level metrics in the SLA are modified as follows. Specified thresholds, measurement windows, and remedy formulas set forth below replace any conflicting SLA provisions.

Metric 1 — Name

Metric 1 — New Threshold / Measurement

Metric 1 — Remedies / Credits

4. TERM; TERMINATION

This Amendment shall become effective on the Effective Date above and shall continue for the remaining term of the SLA unless earlier terminated in accordance with the SLA, as amended herein. Notwithstanding the foregoing, either Party may terminate this Amendment if the other Party materially breaches the SLA and fails to cure the breach within the cure period specified in the SLA.

5. FEES, CREDITS AND PAYMENT

Any fees or credits arising from the amendments set forth in this Amendment shall be applied in accordance with the payment schedules and invoicing procedures set forth in the SLA, except as modified below.

Cap on Liability for SLA Credits (optional)

6. MONITORING AND REPORTING

Provider shall maintain measurement and reporting systems sufficient to calculate compliance with the amended service levels. Provider will provide monthly reports, containing the data and methodology used to calculate each metric, to Client's designated contact.

Client Contact for Reports

Monitoring Procedure Summary

7. REPRESENTATIONS; WARRANTIES

Each Party represents and warrants that it has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder and that the execution and performance of this Amendment will not violate any other agreement to which it is a party.

8. LIABILITY; LIMITATION OF DAMAGES

Except as expressly set forth in this Amendment, the Parties' rights and remedies for failure to meet the amended service levels shall be governed by the SLA. The Parties agree that monetary credits are the exclusive remedy for service level failures, and Provider's aggregate liability for SLA credits shall not exceed unless otherwise agreed in writing.

9. DISPUTE RESOLUTION

Any dispute arising out of or relating to this Amendment that is not resolved by the Parties' executive escalation procedures shall be resolved in accordance with the dispute resolution provisions set forth in the SLA, provided that the Parties shall first attempt mediation in good faith prior to initiating arbitration or litigation.

10. NOTICES

All notices required or permitted under this Amendment shall be given in writing pursuant to the Notice provisions of the SLA. For convenience, the Parties' primary notice addresses for this Amendment are set forth below.

Notices to Client

Notices to Provider

11. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Amendment shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law. If any provision of this Amendment is held to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect. This Amendment, together with the SLA and any other documents incorporated therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Amendment may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right under this Amendment shall operate as a waiver of that right. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures delivered by electronic means shall be deemed originals for purposes of this Amendment.

13. MISCELLANEOUS

Except as expressly modified herein, the SLA remains unchanged and in full force and effect. In the event of any conflict between the terms of this Amendment and the SLA, the terms of this Amendment shall control.

Sign Now