Master Service Level Agreement

MASTER SERVICE LEVEL AGREEMENT

This Master Service Level Agreement (Agreement) is made effective as of by and between Client Name: with its principal place of business at and Service Provider Name: with its principal place of business at . Each a Party and collectively the Parties.

Recitals

WHEREAS, Service Provider operates, manages and delivers the services described in this Agreement and possesses expertise, personnel and systems for the delivery and support of such services; and

WHEREAS, Client desires to procure such services and the Parties wish to set forth the service levels, remedies and operational terms that will govern the provision of such services; and

WHEREAS, the Parties intend for this Agreement to define the exclusive service level remedies for the services described herein, subject to the terms and limitations set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows.

1. Definitions

1.1 "Availability" means the percentage of total time during a measurement period that the Service is operable and accessible to Client, excluding Scheduled Maintenance and Excluded Downtime. The target Availability for the Service is %.

1.2 "Business Day" means Monday through Friday, excluding public holidays observed in the state of governing_law (see Section 16).

1.3 "Incident" means any event which is not part of the standard operation of the Service and which causes, or may cause, an interruption to, or reduction in, the quality of the Service.

1.4 "Service Credit" means the credit applied to Client's invoice as a remedy for Provider's failure to meet the Availability target as specified in Section 5. The maximum aggregate Service Credits in any twelve (12) month period shall not exceed .

2. Services and Service Levels

2.1 Provider will provide the services described in Statement(s) of Work or Order Form(s) executed pursuant to this Agreement (Services). A summary description of the Services covered by this Agreement is set out below; a complete description is in the applicable Statement of Work.

2.2 Service Levels. Provider shall use commercially reasonable efforts to achieve the following minimum targets: Availability as set forth in Section 1.1; initial response times and target resolution times by severity as set forth below.

3. Measurement and Reporting

3.1 Measurement. Availability and other service metrics will be measured by Provider's monitoring systems or by mutually agreed third-party monitoring. Measurement periods shall be monthly unless otherwise agreed. Reporting interval: .

3.2 Reports. Provider will produce and deliver to Client a report of measured metrics within days after the end of each measurement period. Reports shall include raw measurement data and calculation methodology.

4. Incident Management and Support

4.1 Incident Handling. Provider shall provide a single point of contact for Incident reporting and shall maintain escalation procedures. Provider will acknowledge Incidents in accordance with the response targets set forth in Section 2.2 and will use commercially reasonable efforts to restore Service.

5. Service Credits

5.1 Credits. If Provider fails to meet the Availability target for any measurement period, Client may be eligible to receive Service Credits calculated in accordance with the following remedy schedule. Service Credits are Client's sole and exclusive monetary remedy for Provider's failure to meet service levels.

5.2 Claim Process. To request a Service Credit, Client must submit a written claim including the measurement period and supporting data within days following delivery of the report for the relevant period. Provider will investigate and respond within days.

6. Exclusions

6.1 Excluded Downtime. Availability calculations shall exclude: (a) Scheduled Maintenance; (b) Client-caused outages, misuse or misconfiguration; (c) force majeure events; (d) third-party services not provided by Provider; and (e) Beta features or services provided on an as-is basis.

7. Fees and Payment

7.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work. Provider will invoice Client in accordance with the billing schedule. Payment due within days of invoice date.

7.2 Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Service Credits, if any, will be credited against future invoices and will not constitute a refund unless otherwise agreed.

8. Term and Termination

8.1 Term. The initial term of this Agreement shall be months from the Effective Date and shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

8.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for thirty (30) days after written notice specifying the breach, provided that material breaches of payment obligations may be cured within ten (10) days.

9. Confidentiality

9.1 Each Party agrees to maintain in confidence all Confidential Information disclosed by the other Party and to use such information solely to perform its obligations under this Agreement. Confidential Information shall not include information that is publicly known without breach, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

9.2 The receiving Party may disclose Confidential Information to its employees, contractors and advisors solely on a need-to-know basis and provided that such persons are bound by confidentiality obligations at least as protective as those herein.

10. Indemnification

10.1 Provider Indemnity. Provider shall defend, indemnify and hold harmless Client from and against any third-party claim arising from Provider's gross negligence or willful misconduct in the performance of the Services.

10.2 Client Indemnity. Client shall defend, indemnify and hold harmless Provider from and against any third-party claim arising from Client's breach of this Agreement, misuse of the Service or violation of applicable law by Client.

11. Limitation of Liability

11.1 EXCEPT FOR BREACHES OF CONFIDENTIALITY, A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR BODILY INJURY OR DEATH, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

12. Audit and Compliance

12.1 Provider will maintain records necessary to demonstrate compliance with this Agreement. Client may, at its own expense and upon reasonable prior written notice, audit Provider's records relevant to service level performance once per year during normal business hours, provided that such audits shall not unreasonably interfere with Provider's operations.

13. Force Majeure

13.1 Neither Party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, acts of government, telecommunications failures, civil unrest, strikes, or other labor disturbances; provided that the affected Party uses commercially reasonable efforts to resume performance.

14. Notices

14.1 All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a Party designates by notice). Notices will be deemed given when received.

15. Amendments; Waiver; Severability

15.1 No amendment or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right shall constitute a waiver.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

16. Governing Law; Counterparts; Entire Agreement

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

16.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16.3 Entire Agreement. This Agreement, together with all Statements of Work and Order Forms executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Additional Provisions

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