Service Level Agreement Provider

SERVICE LEVEL AGREEMENT (PROVIDER)

RECITALS

WHEREAS, Provider Name: , a provider of services, maintains expertise and resources to perform the services described below; and

WHEREAS, Client Name: desires to engage Provider to deliver such services under the terms set forth in this Agreement; and

WHEREAS, the parties agree that measurable service levels, remedies, and payment terms will be established to govern the relationship;

AGREEMENT

Effective Date: . This Service Level Agreement ("Agreement") is entered into by and between the Provider and the Client identified above and governs the delivery, measurement, and remedies for the services described herein.

SCOPE OF WORK

Service Location(s):

SERVICE LEVELS & MEASUREMENT

Uptime Commitment: Provider will use commercially reasonable efforts to provide availability of the services of measured monthly. Availability is calculated as total minutes available divided by total minutes in the month excluding scheduled maintenance.

Response Time Targets: Critical (severity 1) response within ; High (severity 2) within ; Medium/Low within .

Measurement and Reporting: Provider shall maintain records of service availability and incidents and shall provide monthly service reports to Client within after the end of each calendar month describing uptime, incidents, and credit calculations.

SERVICE CREDITS

If Provider fails to meet the Uptime Commitment for any monthly measurement period, Client's sole and exclusive remedy shall be a service credit calculated as a percentage of the monthly service fee as follows: For uptime below up to credit; for uptime below up to credit. Service credits shall be applied to future invoices only and shall not exceed of the monthly fee.

PAYMENT TERMS

Invoices are due within of receipt. Late payments shall incur a late fee equal to on the outstanding balance or the maximum permitted by law, whichever is lower.

TERM AND TERMINATION

Term Start Date: . Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within after written notice. Either party may terminate for convenience upon prior written notice to the other party.

CONFIDENTIALITY

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means nonpublic business, financial, technical and other information clearly designated as confidential or which reasonably should be understood to be confidential. Each party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective as this section. Confidentiality obligations survive termination for a period of .

LIMITATION OF LIABILITY; INDEMNITY

Except for liability arising from a party's breach of confidentiality or willful misconduct, each party's aggregate liability under this Agreement shall be limited to direct damages not to exceed the total fees paid by Client to Provider under this Agreement during the immediately preceding the claim. In no event shall either party be liable for consequential, incidental, special or punitive damages.

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, labor disputes, equipment failure, internet service outages, or governmental actions, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

CHANGE CONTROL

All changes to the scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall set forth any required adjustments to fees, timeline, and service levels.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, including any exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, understandings, and representations. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

ADMINISTRATIVE CONTACTS

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