Saas Service Level Agreement
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This SaaS Service Level Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Service Provider"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [SECOND PARTY NAME] (the "Service Recipient"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS, the Service Provider is engaged in the business of providing certain cloud based services, as more specifically described in Scope of Services of the present Agreement;
WHEREAS, the Service Recipient wishes to receive the services being provided by the Service Provider;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
DEFINITIONS
“Incident” means any set of circumstances resulting in a failure to meet a Service Level.
“Service” or “Services” refers to the
S
ervice provided to
the
Service Recipient
pursuant to the proposal/contract.
“Service Credit” is the percentage of the monthly
S
ervice fees for the Service that is credited to
the Service Recipient
for a Service Level not met pursuant to this
S
SLA.
“
Confidential Information
”
shall mean and include any document the
“
Disclosing Party
”
marks as
C
onfidential; any information designated as
Confidential.
“
Documentation
”
shall mean and include all the Documents, Forms, Order Forms, Payment Schedule, Service
Schedule,
and such other documents made available by the parties to each other to facilitate the performance of services.
“Downtime” is defined as any
period
when users are unable to access
the
Service Provider’s
sites for which they have appropriate permissions. The ability to access the
Service Provider’s
sites is determined by automated monitoring that attempts to access
the
Service Provider’s
sites every minute supplemented by server logs. Downtime does not include the
period
when the Service is not available as a result of: (
a
) Scheduled Downtime or scheduled network, hardware, or
S
ervice maintenance or upgrades; or (
b
) the acts or omissions of
the Service Recipient
or
the Service Recipient’s
employees, agents, contractors, or vendors, or anyone gaining access to
Service Provider’s
network by means of
the Service Recipient’s
passwords or equipment; or (
c
)
Service Recipient
requested changes.
“Scheduled Downtime” is defined as: (
a
) Downtime within pre-established maintenan
ce windows;
Service Recipient
specific u
pdates/customization; general upgrades to firmware
;
or (
b
) Downtime during major version upgrade
.
Scheduled Downtime is not considered Downtime for purposes of this Agreement.
“Specification Target” shall mean the
time targets
within which the
Service
P
rovider
shall down the servers for the maintenance of the services or for fixing any
errors.
“Response
T
ime” is the time that
the
Service Provider
shall take to acknowledge the call or email of the
Service Recipient
, advising them of a
problem.
“Resolution Time” is the time that the
Service Provider
shall take to fix the problem.
TERM OF THE AGREEMENT
The present Agreement shall commence from the effective date mentioned hereof and shall continue to be in force for a period of
___________
years
unless terminated earlier in accordance
with
any of provisions
of the
present Agreement. At the expiration of the stipulated term, the Agreement may
be
renewed at the option and consent of both the parties.
SCOPE OF SERVICES
The Service Provider shall provide such services as mentioned in “Exhibit A” attached to the present Agreement.
REPRESENTATIONS BY THE
SERVICE RECIPIENT
Service Availability
The Service Availability shall be on the basis of the following:
[SERVICE NAME, AVAILABILITY PERIOD, MAINTENANCE TIME ETC.]
Service Maintenance
The Service Maintenance shall be performed on the basis of the following schedule:
[SERVICE MAINTENANCE SCHEDULE]
Service Level
The Service Recipient shall be provided with the support as per the defined levels in the following table:
|
Level |
Overview |
Qualifying Conditions |
Support Type |
|
Priority P1: (Critical) |
|
|
|
|
Priority P2: (High) |
|
|
|
|
Priority P3: (Medium) |
|
|
|
|
Priority P4: (Low) |
|
|
|
Response Time and Resolution Time
The Response time for Critical and High Priority Levels shall be 4 hours, 8 hours for Medium Priority, and within 2 business days for Low Priority.
WARRANTIES BY SERVICE PROVIDER
The Service Provider warrants as follows:
It shall perform its services and the roles and duties under t
he present
A
greement
diligently.
It shall not directly or indirectly solicit the clients or employees of
the
Service
Recipient.
It shall observe the terms of the Agreement in good
faith.
I
t has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this
A
greement.
WARRANTIES BY SERVICE RECIPIENT
The Service Recipient warrants as follows:
It
shall provide all reasonable assistance to
the
Service Provider
to
facilitate the performance of services by
the
Service Provider.
It shall release the payment
to the
Service Provider on time.
It shall provide accurate information that the Service Provider requires for the performance of its services.
CONFIDENTIAL INFORMATION
Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that
the
Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this Agreement, shall mean any information or data which
,
(
a
) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (
b
) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (
c
) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.
A Disclosing Party's Confidential Information shall not include information that (
a
) is or becomes part of the public domain through no act or omission of a Receiving Party
,
(
b
) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party
.
(
c
) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information
,
or (
d
) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The
Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use
the
Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a
t
ransaction. Without limiting the generality of the foregoing,
the
Receiving Party shall not disclose Confidential Information of
the
Disclosing Party to any of
the
Receiving Party's employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties' discussions regarding, or performance of, a
t
ransaction, and who are under a written obligation of confidentiality or nondisclosure to
the
Receiving Party.
The
Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information.
The
Receiving Party shall be fully responsible for any breach of this Agreement by its employees.
The
Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.
The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party
,
or, if not requested earlier, upon completion of the
t
ransaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the party accomplishing such destruction shall certify in writing to the other party that such destruction has occurred.
The
Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.
Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.
NON-SOLICITATION
Neither Party
shall directly or indirectly induce any client of
the
other party
to terminate their association with
the party with whom it is associated
and
enter
employment or association with the other party.
TERMINATION
The present Agreement shall be automatically terminated at the expiration of the period
,
as mentioned in
section
2 of the present Agreement
,
unless the Agreement is renewed at the end of the mentioned term.
However,
both the parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of 30 days. On such amicable termination, the Service Provider shall provide all reasonable assistance to the
S
ervice
R
ecipient in the development of the transition plan in order to separate the shared domains
,
and this transition plan should be completed with
in
90 days of signing of the consent of the termination of the contract.
GOVERNING LAW
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the
[
State
/Province] of [STATE/PROVINCE]
and shall be binding upon the parties hereto in the
United States
and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within
[
State
/Province] of [STATE/PROVINCE]
in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein
, and
agrees that process may be served upon it in any manner authorized by the laws of the
[
State
/Province] of [STATE/PROVINCE]
for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement or the matters contemplated herein (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.
SUCCESSORS AND ASSIGNS
Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs,
executors,
and administrators.
ENTIRE AGREEMENT
This Agreement, the
exhibits,
and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and
A
greement between the parties with regard to the subjects hereof
,
and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements
,
except as specifically set forth herein and therein.
SEVERABILITY
In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
AMENDMENT AND WAIVER
This Agreement may be amended or modified,
and the
rights
under
the Agreement may be waived, only upon the written consent of
each other.
NOTICES
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the
Service
R
ecipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.
COSTS AND ATTORNEYS’ FEES
In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the
present Agreement
,
the prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.
TITLES AND SUBTITLES
The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
PRONOUNS
All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular,
or plural, as the identity of the parties hereto may require.
This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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