Service Level Agreement

SERVICE LEVEL AGREEMENT

This Service Level Agreement ("Agreement") is made effective as of Effective Date: by and between:

RECITALS

WHEREAS, Service Provider operates and maintains certain systems, software, and services described below, and has expertise and resources to provide ongoing operational support; and

WHEREAS, Client desires to procure such services and to obtain defined service levels, remedies, and reporting; and

WHEREAS, the parties intend to set forth the terms and conditions under which Service Provider will deliver services and Client will receive and pay for those services.

SCOPE OF WORK

SERVICE LEVELS

1. Uptime Commitment: Service Provider will use commercially reasonable efforts to provide Service Availability of measured on a monthly basis, excluding Scheduled Maintenance and Excluded Downtime.

2. Response and Resolution Targets:
- Severity 1 (Service Down/Critical): Response within , Target resolution within .
- Severity 2 (Degraded Functionality): Response within , Target resolution within .

3. Service Credits: If monthly Service Availability falls below the committed uptime, Client may be eligible for a Service Credit equal to of the monthly fee for each whole percentage point below the commitment, subject to a maximum cumulative credit of . Service Credits are Client's sole and exclusive remedy for unavailability.

MEASUREMENT AND REPORTING

Service Availability and incident metrics will be measured by Service Provider using monitoring systems and logs. Service Provider will provide monthly reports to Client including uptime, incidents, and remediation actions within after the end of each measurement period.

MAINTENANCE & EXCLUSIONS

Scheduled Maintenance windows will be notified to Client at least in advance and will not exceed per month except by mutual agreement. Excluded Downtime includes force majeure, Client-caused incidents, and third-party outages outside Service Provider control.

PAYMENT TERMS

Late payments will accrue interest at (or the maximum permitted by law, if lower) after a grace period of from invoice due date. Client remains responsible for all non-disputed charges.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for cause if the other party materially breaches any obligation and fails to cure such breach within after written notice. Either party may terminate without cause upon prior written notice to the other party.

Upon termination, Client shall pay for all services performed through the effective date of termination and any prepaid amounts will be handled as set forth in the Payment Schedule.

CONFIDENTIALITY

Each party ("Recipient") shall maintain in confidence all non-public, proprietary or confidential information disclosed by the other party ("Discloser") and shall not use such information except as necessary to perform its obligations under this Agreement. Confidential information does not include information that is (i) publicly available without breach, (ii) rightfully received from a third party without restriction, (iii) independently developed without use of Discloser's information, or (iv) required to be disclosed by law or valid court order, provided Recipient gives prompt notice to Discloser and cooperates in any effort to limit disclosure. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but not less than reasonable care.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, each party's aggregate liability for any claim arising under this Agreement shall not exceed the fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work executed under it, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No modification shall be binding unless executed in writing by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice. Notices shall be deemed given upon receipt if delivered personally, by nationally recognized courier, or by confirmed electronic transmission.

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