Supplier Service Level Agreement

SUPPLIER SERVICE LEVEL AGREEMENT

PARTIES

This Supplier Service Level Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Supplier is engaged in the business of providing the services described in this Agreement and has agreed to provide such services to Client under the terms and conditions set forth; and

WHEREAS, Client desires to receive and Supplier agrees to provide services subject to specific service levels, remedies, and reporting obligations as set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the performance standards, measurement methodology, and remedies applicable to the services.

SCOPE OF WORK

Supplier shall perform and deliver the services described below in accordance with the terms of this Agreement. Supplier shall provide resources, personnel, equipment and materials necessary to meet the service levels and deliverables.

SERVICE LEVELS

Supplier shall meet the performance objectives set forth below. Failure to meet the service levels constitutes a breach subject to the remedies described in this Agreement.

Measurement Methodology: Supplier shall measure performance using system logs and monitoring tools. Uptime excludes scheduled maintenance and force majeure events. Supplier will provide monthly reports showing the calculation of availability and adherence to response/resolution times.

REMEDIES AND SERVICE CREDITS

If Supplier fails to meet a Service Level, Client shall be entitled to a service credit as liquidated damages. Service credits are the sole financial remedy for service-level failures and shall be calculated as follows:

Credits shall be applied against future invoices. To obtain a credit, Client must submit a claim in writing with supporting evidence within thirty (30) days following the end of the month in which the alleged failure occurred.

PAYMENT TERMS

Client shall pay Supplier the fees set forth below in consideration for the services rendered under this Agreement.

All fees are exclusive of applicable taxes. Client shall pay all undisputed invoices in accordance with the Payment Schedule. Supplier shall provide itemized invoices and supporting detail upon request.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form 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. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not use Confidential Information except to perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except as permitted herein. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, is independently developed without use of the disclosing party's Confidential Information, or is required to be disclosed by law or valid governmental order (provided the receiving party gives prompt notice and cooperates with reasonable protective measures).

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF SUPPLIER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

MONITORING, REPORTING AND AUDIT

Supplier shall maintain records sufficient to demonstrate compliance with the Service Levels and shall provide Client with monthly performance reports. Client shall have the right, upon reasonable notice and during normal business hours, to audit Supplier's performance records once per contract year. Audit access shall be subject to confidentiality obligations and any audits shall not unreasonably interfere with Supplier's operations.

CHANGE CONTROL

Changes to the scope of services, service levels, or fees shall be made only by written amendment signed by authorized representatives of both parties. Each party shall appoint a primary point of contact for change requests and escalation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits and appendices expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Relationship of the Parties: The parties are independent contractors. Neither party is an agent, partner or joint venturer of the other. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all of its business. Notices: All notices must be in writing and delivered to the addresses set forth above or such other address as either party designates in writing.

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