SERVICE LEVEL AGREEMENT (SLA) TEMPLATE
THIS SERVICE LEVEL AGREEMENT ("Agreement") is made on [Date],
BETWEEN:
[Service Provider Name], of [Service Provider Address] ("Service Provider");
AND
[Client Name], of [Client Address] ("Client").
WHEREAS
- The Service Provider agrees to provide certain services to the Client; and
- The Client agrees to receive and pay for such services under the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Services” means the services described in Schedule A attached hereto and any additional services agreed in writing by the parties.
1.2 “Service Levels” means the performance standards set out in Schedule B attached hereto.
1.3 “Business Day” means any day other than a Saturday, Sunday, or public holiday in [Jurisdiction].
2. SCOPE OF SERVICES
2.1 The Service Provider shall provide the Services to the Client as detailed in Schedule A.
2.2 Any changes to the Services must be agreed in writing by both parties.
3. SERVICE LEVELS AND PERFORMANCE
3.1 The Service Provider shall perform the Services in accordance with the Service Levels specified in Schedule B.
3.2 The Service Provider will monitor and report on Service Level performance as set out in Schedule C.
4. SUPPORT AND MAINTENANCE
4.1 The Service Provider shall provide support services as described in Schedule D, including hours of availability, contact methods, and response times.
4.2 Maintenance windows and planned downtime shall be communicated to the Client at least [Notice Period Days] days in advance.
5. CLIENT OBLIGATIONS
5.1 The Client shall provide the Service Provider with all necessary access, information, and cooperation to enable the Service Provider to deliver the Services.
5.2 The Client shall promptly notify the Service Provider of any issues or concerns regarding the Services.
6. FEES AND PAYMENT TERMS
6.1 The Client agrees to pay the Service Provider the fees set out in Schedule E.
6.2 Invoices shall be issued [Invoice Frequency], and payment is due within [Payment Terms Days] days of invoice date.
6.3 Late payments may incur interest at a rate of [Interest Rate]% per annum.
7. SERVICE CREDITS
7.1 If the Service Provider fails to meet the Service Levels, the Client may be entitled to service credits as described in Schedule F.
7.2 Service credits are the sole and exclusive remedy for failure to meet Service Levels.
8. TERM AND TERMINATION
8.1 This Agreement shall commence on [Effective Date] and continue for [Initial Term] unless terminated earlier in accordance with this clause.
8.2 Either party may terminate this Agreement by giving [Notice Period Days] days’ written notice to the other party.
8.3 Either party may terminate immediately if the other party materially breaches this Agreement and fails to remedy such breach within [Cure Period Days] days of notice.
9. CONFIDENTIALITY
9.1 Each party shall keep confidential all information received from the other party in connection with this Agreement and shall not disclose it to any third party without prior written consent, except as required by law.
10. LIMITATION OF LIABILITY
10.1 Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for any indirect, incidental, or consequential damages.
10.2 The total liability of either party under this Agreement shall not exceed [Liability Cap Amount].
11. FORCE MAJEURE
11.1 Neither party shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including acts of God, war, strikes, or government regulations.
12. GOVERNING LAW AND JURISDICTION
12.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12.2 Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
13. GENERAL
13.1 This Agreement, including all attached Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
13.2 Any amendments must be in writing and signed by both parties.
13.3 Notices under this Agreement must be sent to the addresses set out above or as otherwise notified in writing.
14. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Service Provider:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Client:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
Schedules:
- Schedule A: Description of Services
- Schedule B: Service Levels
- Schedule C: Reporting & Monitoring
- Schedule D: Support & Maintenance Details
- Schedule E: Fees & Payment Terms
- Schedule F: Service Credits
