[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-saas-service-level-agreement-D12859":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SAAS SERVICE LEVEL AGREEMENT 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 Service provided to the Service Recipient pursuant to the proposal/contract. \"Service Credit\" is the percentage of the monthly Service fees for the Service that is credited to the Service Recipient for a Service Level not met pursuant to this SSLA. \"Confidential Information\" shall mean and include any document the \"Disclosing Party\" marks as Confidential; 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 Service 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 maintenance windows; Service Recipient specific updates/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 Provider shall down the servers for the maintenance of the services or for fixing any errors. \"Response Time\" 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 the present Agreement 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. It has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement. 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 transaction. 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 transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party",null,"SaaS Service Level Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/saas-service-level-agreement-D12859.png","https://templates.business-in-a-box.com/imgs/250px/12859.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12859.xml",{"title":15,"description":6},"saas service level agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"SaaS Service Level Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12859.png","https://templates.business-in-a-box.com/imgs/600px/12859.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Services & Consulting","/templates/services-and-consulting/",[35,39,43,47,51,55,59,63,67,71,75,79,83,96,111,127,141,157],{"label":36,"url":37,"thumb":38,"extension":10},"Service Level Agreement","/template/service-level-agreement-D778","https://templates.business-in-a-box.com/imgs/250px/778.png",{"label":40,"url":41,"thumb":42,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":44,"url":45,"thumb":46,"extension":10},"Service Agreement","/template/service-agreement-D12711","https://templates.business-in-a-box.com/imgs/250px/12711.png",{"label":48,"url":49,"thumb":50,"extension":10},"Second Request for Renewal of Service Agreement","/template/second-request-for-renewal-of-service-agreement-D1307","https://templates.business-in-a-box.com/imgs/250px/1307.png",{"label":52,"url":53,"thumb":54,"extension":10},"Client Service Agreement","/template/client-service-agreement-D13255","https://templates.business-in-a-box.com/imgs/250px/13255.png",{"label":56,"url":57,"thumb":58,"extension":10},"Cloud Service Agreement","/template/cloud-service-agreement-D13921","https://templates.business-in-a-box.com/imgs/250px/13921.png",{"label":60,"url":61,"thumb":62,"extension":10},"Continued Service Agreement","/template/continued-service-agreement-D13938","https://templates.business-in-a-box.com/imgs/250px/13938.png",{"label":64,"url":65,"thumb":66,"extension":10},"IT Service Agreement","/template/it-service-agreement-D13422","https://templates.business-in-a-box.com/imgs/250px/13422.png",{"label":68,"url":69,"thumb":70,"extension":10},"Janitorial Service Agreement","/template/janitorial-service-agreement-D13994","https://templates.business-in-a-box.com/imgs/250px/13994.png",{"label":72,"url":73,"thumb":74,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":76,"url":77,"thumb":78,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":80,"url":81,"thumb":82,"extension":10},"Personal Service Agreement","/template/personal-service-agreement-D14028","https://templates.business-in-a-box.com/imgs/250px/14028.png",{"description":84,"descriptionCustom":6,"label":85,"pages":8,"size":9,"extension":10,"preview":86,"thumb":87,"svgFrame":88,"seoMetadata":89,"parents":91,"keywords":90,"url":95},"PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SERVICE PROVIDER NAME] (the \"Service Provider\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Service Provider shall be referred to as the \"Parties.\" WHEREAS, the Company has a requirement of [SPECIFY SERVICES]; WHEREAS, the Service Provider has the professional skills and has expressed interest in performing such services for the Company; WHEREAS, the Parties wish to set forth the terms and conditions upon which such services will be provided to the Company by the Service Provider; NOW, THEREFORE, the Parties agree as follows: ENGAGEMENT FOR PROFESSIONAL SERVICES The Company hereby engages the services of the Service Provider, and the Service Provider agrees to provide the professional services described further herein. The Service Provider shall provide [SPECIFY THE PROFESSIONAL SERVICES] to the Company, attached hereinafter as Exhibit A. FEES For services performed during the Term, the Company will pay the Service Provider at the rate of [SPECIFY RATE] per [HOUR/DAY/MONTH]. TERM The Agreement shall begin as of the date of this Agreement and shall be in effect until terminated by mutual consent expressed in writing signed by both Parties. NO SUB-CONTRACTING The Service Provider is being engaged to perform services within his asserted areas of professional expertise and shall not delegate or sub-contract any portion of the services to be performed hereunder. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Service Provider each expressly agree and understand that they are creating an independent contractor relationship, and that the Service Provider shall not be considered an employee of the Company for any purpose. The Service Provider is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Service Provider is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Service Provider from performing services for other companies or clients or businesses, provided, however, that during the Term of this Agreement, the Service Provider shall not apply, bid, or contract for, or undertake any employment, independent contractor work, or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Service Provider will notify the Company immediately if, during the Term, he engages, or proposes to engage in the performance of services for any competitor of the Company, or any vendor to or customer of the Company. If the Service Provider performs services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest during the Term, the Service Provider must fully disclose in advance to the Company the terms of any proposed or actual services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Service Provider. DUTIES OF THE SERVICE PROVIDER The Service Provider shall provide the services diligently and as per industry standards. The Service Provider shall not provide misleading information about the Company or its services to any third party. The Service Provider shall follow the terms of the Agreement in good faith. The Service Provider shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the services. The Service Provider shall provide the services for a period of at least [NUMBER OF YEARS] years. The Service Provider shall conduct itself in a professional manner while performing the services for the Company. The Service Provider shall follow diligently the code of conduct established by the Company for Service Providers while offering the services to the Company. SOLICITATION The Service Provider agrees to refrain from any solicitation or recruitment (directly or indirectly) of any of Company's employees during the Term of this Agreement and for a period after the expiration or termination of this Agreement equal in duration to the duration of this Agreement. General solicitation, not directed at the Company's employees, will not constitute a violation of this section. LANGUAGE OF THE AGREEMENT The language of the Agreement shall be the English Language, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of the Agreement. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE Confidential Information Defined","Professional Services Agreement","https://templates.business-in-a-box.com/imgs/1000px/professional-services-agreement-D13277.png","https://templates.business-in-a-box.com/imgs/250px/13277.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13277.xml",{"title":90,"description":6},"professional services agreement",[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"/template/professional-services-agreement-D13277",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":9,"extension":10,"preview":100,"thumb":101,"svgFrame":102,"seoMetadata":103,"parents":105,"keywords":104,"url":110},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":104,"description":6},"non disclosure agreement nda",[106,107],{"label":18,"url":93},{"label":108,"url":109},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":112,"descriptionCustom":6,"label":113,"pages":114,"size":115,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":120,"keywords":125,"url":126},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[121,124],{"label":122,"url":123},"Software & Technology","software-technology-business",{"label":122,"url":123},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":128,"descriptionCustom":6,"label":129,"pages":8,"size":130,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":135,"keywords":139,"url":140},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[136],{"label":137,"url":138},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":145,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":150,"keywords":155,"url":156},"YOUR WEBSITE ADDRESS SERVICE AGREEMENT/TERMS OF USE ACCEPTANCE OF TERMS The services that [YOUR COMPANY NAME] provides to User is subject to the following Terms of Use (\"TOU\"). [YOUR COMPANY NAME] reserves the right to update the TOU at any time without notice to User. The most current version of the TOU can be reviewed by clicking on the \"Terms of Use\" hypertext link located at the bottom of our Web pages. This Agreement, which incorporates by reference other provisions applicable to use of [YOUR WEBSITE ADDRESS], including, but not limited to, supplemental terms and conditions set forth hereof (\"Supplemental Terms\") governing the use of certain specific material contained in [YOUR WEBSITE ADDRESS], sets forth the terms and conditions that apply to use of [YOUR WEBSITE ADDRESS] by User. By using [YOUR COMPANY NAME] (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use [YOUR WEBSITE ADDRESS] is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any. [YOUR COMPANY NAME] shall have the right at any time to change or discontinue any aspect or feature of [YOUR WEBSITE ADDRESS], including, but not limited to, content, hours of availability, and equipment needed for access or use. Changed Terms [YOUR COMPANY NAME] shall have the right at any time to change or modify the terms and conditions applicable to User's use of [YOUR WEBSITE ADDRESS], or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on [YOUR WEBSITE ADDRESS], or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of [YOUR WEBSITE ADDRESS] by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. DESCRIPTION OF SERVICES Through its Web property, [YOUR COMPANY NAME] provides User with access to a variety of resources, including download areas, communication forums and product information (collectively \"Services\"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU. Equipment User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of [YOUR WEBSITE ADDRESS] and all charges related thereto. User Conduct User shall use [YOUR WEBSITE ADDRESS] for lawful purposes only. User shall not post or transmit through [YOUR WEBSITE ADDRESS] any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without [YOUR COMPANY NAME] 's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in [YOUR COMPANY NAME] 's discretion restricts or inhibits any other User from using or enjoying [YOUR WEBSITE ADDRESS] will not be permitted. User shall not use [YOUR WEBSITE ADDRESS] to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with [YOUR COMPANY NAME]. [YOUR WEBSITE ADDRESS] contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of [YOUR WEBSITE ADDRESS] are copyrighted as a collective work under the [YOUR COUNTRY] copyright laws. [YOUR COMPANY NAME] owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of [YOUR COMPANY NAME] and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material. User shall not upload, post or otherwise make available on [YOUR WEBSITE ADDRESS] any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of [YOUR WEBSITE ADDRESS], User automatically grants, or warrants that the owner of such material has expressly granted [YOUR COMPANY NAME] the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants [YOUR COMPANY NAME] the right to edit, copy, publish and distribute any material made available on [YOUR WEBSITE ADDRESS] by User. The foregoing provisions of Section 5 are for the benefit of [YOUR COMPANY NAME], its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. USE OF SERVICES The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a \"Communication Service\" and collectively \"Communication Services\"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not: Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information","Website Service Agreement Terms of Use","9",75,"https://templates.business-in-a-box.com/imgs/1000px/website-service-agreement_terms-of-use-D840.png","https://templates.business-in-a-box.com/imgs/250px/840.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#840.xml",{"title":6,"description":6},[151,152],{"label":122,"url":123},{"label":153,"url":154},"E-Commerce","ecommerce-business","website service agreement terms use","/template/website-service-agreement-terms-of-use-D840",{"description":158,"descriptionCustom":6,"label":159,"pages":99,"size":9,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":172},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. DATA RETENTION","Data Privacy Policy","https://templates.business-in-a-box.com/imgs/1000px/data-privacy-policy-D13465.png","https://templates.business-in-a-box.com/imgs/250px/13465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13465.xml",{"title":164,"description":6},"data privacy policy",[166,169],{"label":167,"url":168},"Human Resources","human-resources",{"label":170,"url":171},"Company Policies","company-policies","/template/data-privacy-policy-D13465",false,{"seo":175,"reviewer":188,"quick_facts":192,"at_a_glance":195,"personas":199,"variants":224,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":432,"comparisons":457,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":514,"classification":515},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"SaaS Service Level Agreement Template (Free Word)","Free SaaS SLA template covering uptime guarantees, incident response, service credits, and termination. Used in 190+ countries. Free Word and PDF download.","saas service level agreement template",[180,181,182,183,184,185,186,187],"sla template","service level agreement template word","service level agreement template free","saas sla template","software service level agreement","cloud service level agreement template","it service level agreement template","sla agreement template download",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":193,"legal_review_recommended":194,"signature_required":194},"advanced",true,{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A SaaS Service Level Agreement (SLA) is a legally binding contract between a software-as-a-service provider and a customer that defines the guaranteed performance standards for the platform — including uptime percentages, incident response times, support tiers, and the financial remedies owed when those standards are not met. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF to attach to any SaaS subscription or master service agreement.\n","Use it when selling or purchasing cloud-hosted software where downtime or degraded performance has a measurable business impact on the customer. It is typically executed alongside or referenced within a Master Service Agreement or SaaS Subscription Agreement before the customer goes live.\n","Uptime commitment and measurement methodology, incident severity classifications and response time targets, service credit calculation formula, exclusions and force majeure carve-outs, customer support tiers, scheduled maintenance windows, reporting obligations, and termination rights triggered by repeated SLA failures.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"SaaS founders and product companies","Setting enforceable uptime standards before enterprise sales close","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Enterprise IT procurement teams","Requiring contractual uptime and support guarantees from cloud vendors","persona-it-manager",{"title":209,"use_case":210,"icon_asset_id":211},"Customer success and legal teams at software companies","Standardizing SLA terms across the customer base to limit credit exposure","persona-legal-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"Managed service providers","Defining response times and escalation paths for hosted client environments","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Procurement and vendor management officers","Evaluating and comparing competing SaaS vendors on measurable service commitments","persona-procurement-officer",{"title":221,"use_case":222,"icon_asset_id":223},"Small business owners adopting cloud software","Ensuring a critical SaaS tool carries enforceable availability obligations","persona-small-business-owner",[225,228,232,235,239,243,247],{"situation":226,"recommended_template":7,"slug":227},"Selling to enterprise customers who require a standalone SLA addendum","saas-service-level-agreement-D12859",{"situation":229,"recommended_template":230,"slug":231},"Governing the full SaaS subscription relationship including licensing and payment","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":233,"recommended_template":76,"slug":234},"Wrapping multiple service agreements under a single governing contract","master-service-agreement-D12657",{"situation":236,"recommended_template":237,"slug":238},"Engaging an IT managed service provider for on-premises or hybrid support","IT Managed Services Agreement","it-service-agreement-D13422",{"situation":240,"recommended_template":241,"slug":242},"Defining support obligations separately from uptime commitments","Technical Support Agreement","support-agreement-D13404",{"situation":244,"recommended_template":245,"slug":246},"Subcontracting SaaS infrastructure to a cloud hosting provider","Cloud Hosting Service Agreement","cloud-service-agreement-D13921",{"situation":248,"recommended_template":85,"slug":249},"Providing professional services alongside the software subscription","professional-services-agreement-D13277",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Uptime","The percentage of time in a given measurement period during which the SaaS platform is available and performing within agreed parameters — typically expressed as 99.9% or 99.99%.",{"term":255,"definition":256},"Service Credit","A financial remedy — usually expressed as a percentage of the affected month's subscription fee — issued to the customer when the provider fails to meet a committed service level.",{"term":258,"definition":259},"Incident Severity Level","A classification (typically Severity 1 through 4) that defines the business impact of a service disruption and determines the contractual response and resolution time targets.",{"term":261,"definition":262},"Mean Time to Respond (MTTR)","The average elapsed time between a customer reporting an incident and the provider acknowledging and beginning active work on a resolution.",{"term":264,"definition":265},"Scheduled Maintenance Window","A pre-announced period during which the provider may take the service offline for upgrades or infrastructure work, excluded from uptime calculations.",{"term":267,"definition":268},"Force Majeure","A contractual clause excusing a party from performance obligations caused by events outside their reasonable control — such as natural disasters, government action, or third-party internet backbone failures.",{"term":270,"definition":271},"Measurement Period","The rolling or calendar window used to calculate uptime percentage — most commonly a calendar month or trailing 30-day period.",{"term":273,"definition":274},"Exclusion","A defined circumstance under which downtime does not count against the provider's uptime commitment — typically including customer-caused outages, third-party integrations, or force majeure events.",{"term":276,"definition":277},"Escalation Path","The defined chain of contacts and procedures activated when an incident is not resolved within the initial response time target, moving from tier-1 support to engineering to executive stakeholders.",{"term":279,"definition":280},"Credit Cap","The maximum total service credits a customer may claim in any single month or contract year, typically expressed as a percentage of the monthly or annual subscription fee.",{"term":282,"definition":283},"Availability SLA","The specific contractual commitment to a minimum uptime percentage, together with the measurement methodology and remedy for breach.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Service availability commitment","States the guaranteed uptime percentage, the measurement period, and how uptime is calculated — including which systems are in scope.","[PROVIDER NAME] shall use commercially reasonable efforts to ensure that the [SERVICE NAME] platform is available [99.9]% of the time in each calendar month, excluding Scheduled Maintenance Windows and Exclusions defined in Section [X].","Failing to define which components count as 'the service.' If the API, reporting module, and mobile app are in scope but only the web dashboard is monitored, customers can claim credits the provider never intended to owe.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Incident severity classifications and response times","Defines severity tiers by business impact and binds the provider to specific acknowledgment and resolution time targets for each tier.","Severity 1 (Complete Outage): Initial response within [30] minutes; target resolution within [4] hours. Severity 2 (Significant Degradation): Initial response within [2] hours; target resolution within [1] business day. Severity 3 (Minor Issue): Initial response within [1] business day.","Setting resolution time targets as absolute guarantees rather than targets. Courts have found that mandatory resolution times create strict liability — use 'target resolution time' and 'commercially reasonable efforts' language.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Service credit calculation and claim process","Establishes the formula for calculating credits owed, the maximum credit cap per period, and the process a customer must follow to submit a valid credit claim.","For each full percentage point of monthly uptime below the [99.9]% commitment, Customer shall receive a service credit equal to [10]% of the monthly subscription fee for the affected service, up to a maximum of [30]% of that month's fee. Claims must be submitted in writing within [30] days of the end of the affected measurement period.","Omitting the claim submission deadline. Without one, providers face open-ended credit liability — some customers discover outage patterns months later and submit retroactive claims covering multiple billing periods.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Scheduled maintenance and change management","Permits the provider to take the service offline for planned maintenance, defines the notice period required, and excludes scheduled downtime from uptime calculations.","[PROVIDER NAME] will provide at least [72] hours' advance notice of Scheduled Maintenance via email to the Customer's designated administrator. Scheduled Maintenance shall not exceed [8] hours per calendar month without Customer's prior written consent.","No cap on scheduled maintenance hours. Unlimited maintenance windows allow a provider to perform extended work during business hours without triggering uptime credits, effectively nullifying the SLA.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Exclusions and carve-outs","Lists the specific circumstances under which downtime does not count against the provider's uptime obligation — protecting the provider from credit liability for events outside its control.","The following are excluded from uptime calculations: (a) acts or omissions of Customer or its users; (b) Customer's internet connectivity or equipment failures; (c) third-party services not under [PROVIDER NAME]'s operational control; (d) Force Majeure Events; (e) Scheduled Maintenance Windows.","Drafting exclusions so broadly that nearly every outage qualifies as an exclusion — particularly 'third-party services' carve-outs that capture the provider's own cloud infrastructure (AWS, Azure, GCP). Customers negotiate to limit third-party exclusions to services beyond the provider's reasonable vendor selection control.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Support tiers and contact channels","Defines the available support tiers (e.g., Standard, Professional, Enterprise), the channels available at each tier (email, chat, phone), and the hours of coverage.","Standard Support: email support, business hours [9 AM–5 PM EST, Mon–Fri], initial response within [1] business day. Professional Support: email and chat, [24/7] for Severity 1, response within [4] hours. Enterprise Support: dedicated success manager, phone escalation, [24/7] coverage for Severity 1–2.","Conflating support response times with resolution times. Customers read 'response within 4 hours' as 'fixed within 4 hours.' The SLA must clearly distinguish acknowledgment, active engagement, and resolution as separate measurable events.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Reporting and transparency obligations","Requires the provider to publish or deliver uptime and incident reports on a defined schedule, giving the customer visibility into service performance against SLA commitments.","[PROVIDER NAME] shall publish a monthly availability report within [10] business days following the end of each calendar month, summarizing uptime percentage, incidents by severity, scheduled maintenance performed, and any service credits issued. A public status page shall be maintained at [STATUS PAGE URL].","Making reporting optional or linking it only to a public status page the provider controls. Enterprise customers typically require formal written reports delivered to a named contact, not just a dashboard the provider can edit retroactively.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Force majeure","Excuses both parties from performance obligations caused by events genuinely outside their control, while setting a maximum duration before the other party may terminate.","Neither party shall be liable for failure to perform obligations under this SLA to the extent caused by a Force Majeure Event. If a Force Majeure Event affecting the Service continues for more than [30] consecutive days, Customer may terminate the affected Service with [10] days' written notice and receive a pro-rata refund of prepaid fees.","Allowing 'internet infrastructure' or 'third-party hosting failures' to qualify as force majeure. A provider's choice of cloud vendor is a business decision — courts and customers treat routine infrastructure outages as operational risk, not force majeure.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Remedies and limitation of liability","Establishes that service credits are the customer's exclusive remedy for SLA failures (unless gross negligence or willful misconduct applies) and caps total SLA liability.","Service credits represent Customer's sole and exclusive remedy for any failure by [PROVIDER NAME] to meet the availability commitments set out in this SLA, except in cases of gross negligence or willful misconduct. In no event shall [PROVIDER NAME]'s aggregate liability under this SLA exceed the fees paid by Customer in the [3] months preceding the claim.","Forgetting to cross-reference the limitation-of-liability clause in the master agreement. If the MSA has a broader liability cap and the SLA is silent, a customer may argue the more favorable cap applies to SLA claims.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"SLA failure termination rights","Grants the customer the right to terminate the agreement without penalty if the provider fails to meet the SLA commitment for a defined number of consecutive or cumulative months.","Customer may terminate this Agreement without penalty and receive a pro-rata refund of prepaid fees if [PROVIDER NAME] fails to meet the Monthly Uptime Commitment in [3] or more calendar months within any rolling [12]-month period, provided Customer has submitted valid credit claims for each such month.","No termination right at all, or one triggered only by a total service loss. Without a meaningful exit right, a customer whose software degrades to 97% uptime month after month is locked in for the contract term while collecting trivial credits.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and the services in scope","Enter the provider's full legal entity name, the customer's legal entity name, and a precise description of the SaaS platform or service modules covered. Attach a Schedule A if multiple service tiers carry different SLA commitments.","Name the specific modules or APIs with distinct uptime requirements separately — bundling everything under one availability target creates disputes when only a non-critical component fails.",{"step":342,"title":343,"description":344,"tip":345},2,"Set the uptime commitment and measurement methodology","Choose your uptime percentage (99.9% = ~44 minutes downtime/month; 99.99% = ~4 minutes), define the measurement period (calendar month is standard), and specify how uptime is tracked — third-party monitoring tool, internal pinging, or status-page data.","Use an independent third-party monitoring service (Pingdom, Datadog, or similar) as the authoritative source. Disputes over whether an outage occurred are eliminated when both parties agreed in advance on the measurement tool.",{"step":347,"title":348,"description":349,"tip":350},3,"Define severity levels and target response times","Create four severity tiers aligned to business impact — complete outage, significant degradation, minor impairment, and informational. Assign specific acknowledgment and target resolution times to each, and confirm your support infrastructure can actually meet them before committing.","Back-test your proposed response time targets against your last 12 months of incident data. Targets that were missed 30% of the time historically will generate immediate credit claims and damage customer trust.",{"step":352,"title":353,"description":354,"tip":355},4,"Draft the service credit formula and cap","Set the credit percentage per percentage point of missed uptime, define the monthly credit cap (typically 20–30% of that month's fee), and write the claim submission process including the deadline (30 days is standard).","Do not set credits as cash refunds — structure them as credits against future invoices. Cash refund language can trigger different accounting treatment and complicates revenue recognition for SaaS companies.",{"step":357,"title":358,"description":359,"tip":360},5,"List all exclusions explicitly","Document every circumstance that removes time from the uptime calculation: customer-caused issues, third-party integrations, scheduled maintenance, and force majeure. Be specific — 'acts of Customer' is more defensible than a vague 'circumstances outside Provider's control.'","Have your engineering team review the exclusions list. They will identify edge cases — like a DDoS attack on a shared infrastructure component — that legal teams routinely miss.",{"step":362,"title":363,"description":364,"tip":365},6,"Define support tiers and match them to the subscription plan","Map each support tier to a specific subscription plan or fee level. Specify channels (email, chat, phone), hours of coverage, and named escalation contacts for enterprise tiers.","Avoid promising a dedicated customer success manager in the SLA unless it is reflected in the pricing model. Understaffed CSM commitments are a leading source of customer churn and credit disputes.",{"step":367,"title":368,"description":369,"tip":370},7,"Set the termination right trigger","Define the number of months of SLA failure (typically 3 in a rolling 12-month window) that entitles the customer to terminate without a termination-for-convenience fee and receive a pro-rata prepaid fee refund.","Require the customer to have submitted valid credit claims for each failed month as a condition of exercising the termination right — this prevents a customer from stockpiling unasserted failures as a termination lever.",{"step":372,"title":373,"description":374,"tip":375},8,"Cross-reference the master agreement before execution","Confirm the SLA references the governing master service or subscription agreement, that the limitation-of-liability cap in the MSA explicitly covers SLA claims, and that the integration clause names this SLA as part of the contract.","Execute the SLA at or before go-live — not after the customer first experiences an outage. Post-incident SLA negotiations almost always result in more favorable customer terms.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Promising uptime without defining the measurement tool","When an outage occurs, the provider's internal logs and the customer's monitoring data almost always show different numbers. Without an agreed measurement source, every credit claim becomes a dispute.","Name a specific third-party monitoring service or methodology in the SLA as the authoritative uptime data source, and give both parties read access.",{"mistake":382,"why_it_matters":383,"fix":384},"No service credit claim deadline","Without a submission window — typically 30 days after the measurement period — customers can accumulate months of unasserted outage data and submit a single large retroactive credit claim, creating unexpected liability.","Include a claim deadline clause: credits not claimed in writing within 30 days of the end of the affected measurement period are forfeited.",{"mistake":386,"why_it_matters":387,"fix":388},"Unlimited scheduled maintenance windows","A provider can schedule 10 hours of maintenance on a Tuesday afternoon every month and never technically breach the 99.9% SLA — even though the customer's business is materially disrupted.","Cap scheduled maintenance at a defined monthly maximum (e.g., 8 hours) and require at least 72 hours' advance notice, with customer consent required for maintenance that exceeds the cap.",{"mistake":390,"why_it_matters":391,"fix":392},"Mixing response time and resolution time language","Customers routinely interpret 'response within 4 hours' as 'fixed within 4 hours.' When the issue persists for 48 hours after acknowledgment, they claim an SLA breach — and courts have agreed when the contract language was ambiguous.","Define response, acknowledgment, active engagement, and resolution as four separate measured events with distinct time targets and clearly state that only response times are guaranteed.",{"mistake":394,"why_it_matters":395,"fix":396},"No termination right for chronic SLA failure","Without an exit clause, a customer locked into a 2-year agreement at 97% uptime can only collect capped monthly credits — worth far less than the business disruption — while the provider has no financial incentive to fix systemic reliability problems.","Grant a termination right triggered by SLA failure in 3 or more months within any rolling 12-month period, with a full refund of unused prepaid fees.",{"mistake":398,"why_it_matters":399,"fix":400},"Treating the SLA as a standalone document without referencing the master agreement","When the SLA and the MSA have conflicting limitation-of-liability provisions, courts apply general contract interpretation rules — which may not favor the provider.","Include an explicit integration clause stating which document controls in the event of conflict, and ensure the MSA names the SLA as an incorporated exhibit.",[402,405,408,411,414,417,420,423,426,429],{"question":403,"answer":404},"What is a SaaS Service Level Agreement?","A SaaS Service Level Agreement (SLA) is a legally binding contract between a cloud software provider and a customer that defines the minimum performance standards the software must meet — including uptime percentage, incident response times, and support tier commitments — and the financial remedies owed when those standards are not met. It functions as an accountability mechanism that converts informal reliability promises into enforceable contractual obligations.\n",{"question":406,"answer":407},"What uptime percentage should a SaaS SLA commit to?","Most enterprise SaaS vendors commit to 99.9% monthly uptime, which permits approximately 44 minutes of downtime per month. High-criticality platforms — payment processing, healthcare records, or financial trading systems — often commit to 99.99%, allowing only about 4 minutes of downtime per month. Commitments above 99.99% require significant infrastructure redundancy and are uncommon outside hyperscaler cloud providers. The right target depends on the customer's business impact tolerance and the provider's actual infrastructure capability.\n",{"question":409,"answer":410},"What is a service credit and how is it calculated?","A service credit is a financial remedy issued to the customer when the provider fails to meet the SLA uptime commitment, typically expressed as a percentage of the monthly subscription fee for the affected service. A common formula is 10% of the monthly fee per full percentage point of missed uptime, capped at 25–30% of that month's fee. Credits are almost always applied against future invoices — not paid in cash — and represent the customer's exclusive remedy for availability failures.\n",{"question":412,"answer":413},"What is the difference between a SaaS SLA and a Master Service Agreement?","A Master Service Agreement (MSA) governs the overall commercial relationship — licensing rights, payment terms, liability caps, intellectual property, and dispute resolution. A SaaS SLA is a performance-specific exhibit that defines the technical service standards and remedies. The two are typically executed together, with the SLA incorporated by reference into the MSA. The MSA controls in the event of a conflict unless the SLA explicitly overrides a specific MSA provision.\n",{"question":415,"answer":416},"Are SaaS SLA service credits the customer's only remedy?","In most well-drafted SaaS SLAs, yes — service credits are explicitly stated as the customer's sole and exclusive remedy for SLA failures, subject to the master agreement's limitation-of-liability clause. The exception is gross negligence or willful misconduct, which most SLAs carve out from the exclusive-remedy limitation. Customers negotiating enterprise agreements often push for a termination right as an additional remedy when chronic failures persist.\n",{"question":418,"answer":419},"Does a SaaS SLA need to be signed separately from the subscription agreement?","The SLA is typically incorporated by reference into the main subscription or master service agreement rather than signed as a completely standalone document. Both parties execute the master agreement, which names the SLA as an attached exhibit. This structure means the SLA carries the same legal force as the main contract without requiring a second signature ceremony. Some enterprise deals execute the SLA as a separate addendum with its own signature block when terms are heavily negotiated.\n",{"question":421,"answer":422},"What exclusions should a SaaS SLA include?","Standard exclusions cover: customer-caused outages (misconfigurations, API abuse, or unauthorized modifications), the customer's own internet or network failures, third-party integrations not under the provider's control, scheduled maintenance windows with advance notice, and force majeure events. Providers sometimes attempt to exclude their underlying cloud infrastructure (AWS, GCP, Azure) as a third-party, but sophisticated customers typically resist this and limit the exclusion to integrations genuinely outside the provider's vendor selection control.\n",{"question":424,"answer":425},"Is a SaaS SLA legally enforceable?","A SaaS SLA is generally enforceable as a binding contract when it is properly executed, incorporates or is incorporated into an underlying agreement with clear consideration, and contains sufficiently defined performance standards and remedies. Vague language — such as \"commercially reasonable uptime\" without a numeric commitment — may be difficult to enforce in practice. Consider having a technology transactions attorney review the SLA before execution, particularly for enterprise agreements where credit and termination exposure is material.\n",{"question":427,"answer":428},"What happens when a provider repeatedly misses the SLA?","Under a well-drafted SLA, repeated failures trigger increasing credit obligations and, after a defined threshold — typically 3 failures in a rolling 12-month period — give the customer the right to terminate without a penalty fee and receive a pro-rata refund of prepaid amounts. Without a termination right, the customer's only ongoing remedy is monthly service credits, which are usually capped at a fraction of the subscription fee and provide little incentive for the provider to address systemic reliability issues.\n",{"question":430,"answer":431},"Should a SaaS SLA address security incidents as well as availability?","Availability SLAs and security SLAs are distinct instruments, though they are sometimes combined. A standalone SaaS SLA typically covers uptime, performance, and support response times. Security obligations — breach notification timelines, incident response procedures, data recovery objectives (RPO/RTO), and penetration testing cadences — are usually addressed in a Data Processing Agreement (DPA) or a separate Security Addendum. Enterprise customers increasingly require all three documents: MSA, SLA, and DPA.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Financial services and fintech","industry-fintech","Trading platforms and payment processors require 99.99% uptime commitments with sub-minute response targets for Severity 1 incidents, plus explicit RTO/RPO obligations and regulatory audit log access.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare and health tech","industry-healthtech","Electronic health record and telehealth SLAs must coordinate with HIPAA Business Associate Agreements, include data availability RPO commitments, and address emergency access procedures during planned maintenance.",{"industry":442,"icon_asset_id":443,"specifics":444},"SaaS and cloud software vendors","industry-saas","Multi-tier support structures, API-specific uptime commitments separate from the web application, and public status-page obligations are standard in B2B SaaS agreements with mid-market and enterprise customers.",{"industry":446,"icon_asset_id":447,"specifics":448},"Retail and e-commerce","industry-ecommerce","Peak-season exclusions (Black Friday, Cyber Monday) are frequently negotiated to limit credit exposure during high-traffic periods, alongside stricter response time targets for checkout and payment API failures.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional services and consulting firms","industry-professional-services","Firms rely on CRM, project management, and billing SaaS tools as billable-hour infrastructure, making guaranteed uptime during business hours — rather than 24/7 — the primary negotiating point.",{"industry":454,"icon_asset_id":455,"specifics":456},"Manufacturing and industrial operations","industry-manufacturing","ERP and supply-chain SaaS platforms require extended incident escalation paths to OT (operational technology) teams, shift-schedule-aware maintenance windows, and offline mode availability guarantees.",[458,461,464,466],{"vs":76,"vs_template_id":459,"summary":460},"master-service-agreement-D12710","A Master Service Agreement governs the entire commercial relationship — licensing, payment, liability caps, and dispute resolution. A SaaS SLA is a performance-specific exhibit incorporated into the MSA, covering only uptime, support, and availability remedies. The two documents work together: the MSA sets the legal framework and the SLA defines the technical obligations. Neither alone is sufficient for an enterprise SaaS relationship.",{"vs":230,"vs_template_id":462,"summary":463},"","A SaaS Subscription Agreement covers the licensing, payment, and access terms for a cloud software product. An SLA is a separate exhibit addressing performance standards and remedies. The subscription agreement tells customers what they are paying for; the SLA tells them how reliably it must work and what they receive if it does not.",{"vs":64,"vs_template_id":462,"summary":465},"An IT Service Agreement typically covers managed IT support, hardware maintenance, and on-premises services with time-and-materials or retainer billing. A SaaS SLA applies specifically to cloud-hosted software availability and is structured around uptime metrics and credit formulas rather than hourly service delivery. The scope, metrics, and remedy structures are fundamentally different.",{"vs":467,"vs_template_id":462,"summary":468},"Data Processing Agreement","A Data Processing Agreement (DPA) governs how a SaaS provider handles personal data under privacy regulations such as GDPR and CCPA — covering data residency, processing purposes, and breach notification obligations. A SaaS SLA governs platform availability and performance. Enterprise customers typically require both documents executed before go-live, as they address different but complementary risk areas.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"SaaS vendors selling to SMB customers and startups where contract values are below $50K annually","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Mid-market or enterprise SaaS deals above $50K annually or involving regulated industries","$400–$900","2–5 days",{"best_for":479,"cost":480,"time":481},"Mission-critical platforms in financial services, healthcare, or government, or multi-cloud enterprise agreements with material credit and termination exposure","$2,000–$8,000+","2–4 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","No single federal statute governs SaaS SLAs — they are enforced as commercial contracts under the UCC Article 1 general provisions or state common law, depending on whether the agreement is characterized as a service or a license. Exclusive-remedy and limitation-of-liability clauses are generally enforceable unless found unconscionable. California courts apply a reasonableness standard to limitation-of-liability provisions in B2B contracts, and providers should ensure credit caps are not set so low as to appear unconscionable for high-value enterprise agreements.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","SaaS SLAs are enforceable as service contracts in all provinces, with no specific legislation governing cloud service levels. Quebec's Act Respecting the Protection of Personal Information in the Private Sector (Law 25) may require privacy-specific SLA provisions for any SaaS provider processing personal data of Quebec residents. Ontario and British Columbia courts have generally upheld limitation-of-liability clauses in B2B SaaS agreements when they are clearly drafted and not unconscionable.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","SaaS SLAs are governed by the contract terms and, where applicable, the Supply of Goods and Services Act 1982, which implies a term that services will be provided with reasonable care and skill. Post-Brexit, UK GDPR applies to personal data processing and may require DPA provisions to complement the SLA. The Unfair Contract Terms Act 1977 applies to limitation-of-liability and exclusive-remedy clauses in B2B contracts — caps must be reasonable relative to the contract value to withstand challenge.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU GDPR requires SaaS providers processing EU personal data to implement appropriate technical and organizational measures — availability and resilience obligations in the SLA may directly support GDPR Article 32 compliance. The EU Cyber Resilience Act and NIS2 Directive impose additional availability and incident notification obligations on providers of digital infrastructure and essential services. SLA limitation-of-liability clauses are subject to national contract law in each member state — Germany and France apply reasonableness standards that may limit very low liability caps in B2B agreements.",[234,249,504,505,506,507,508,509,510,511,512,513],"non-disclosure-agreement-nda-D12692","custom-software-development-agreement-D787","independent-contractor-agreement-D160","website-service-agreement-terms-of-use-D840","data-privacy-policy-D13465","consulting-agreement---long-D12543","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","data-processing-agreement-D13954","joint-venture-agreement-D889",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":93,"secondary_folder":516,"document_type":517,"industry":518,"business_stage":519,"tags":520,"confidence":525},"services-and-consulting","agreement","software-and-technology","all-stages",[521,522,523,524,518],"saas","contract","service-level-agreement","sla",0.95,"\u003Ch2>What is a SaaS Service Level Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>SaaS Service Level Agreement (SLA)\u003C/strong> is a legally binding contract between a cloud software provider and its customer that defines the minimum performance standards the platform must meet — including guaranteed uptime percentages, incident severity classifications, support response time targets, and the financial remedies owed when those standards are not achieved. Unlike informal reliability promises on a marketing page, a properly drafted SLA converts availability commitments into enforceable contractual obligations, specifying exactly how performance is measured, which circumstances excuse the provider from liability, and what the customer receives when service falls short. The SLA is typically executed as an exhibit to a Master Service Agreement or SaaS Subscription Agreement, but carries independent legal force as the technical performance layer of the overall contract.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a SaaS SLA, both sides are exposed in materially different ways. A customer whose critical software goes down for six hours has no contractual basis for compensation, no guaranteed response time, and no exit right if the problem recurs — leaving them locked into a subscription that fails to deliver its core value. A provider without a signed SLA faces the opposite risk: open-ended liability claims, no agreed measurement methodology to dispute inflated downtime figures, and no limitation-of-liability defense against a customer who argues that every hour of downtime cost them hundreds of thousands in lost revenue. A signed SLA resolves both problems simultaneously — it caps the provider's credit exposure, defines the exclusive remedy, establishes an authoritative measurement source, and gives the customer a meaningful accountability mechanism without exposing the provider to uncapped damages. For any SaaS relationship where availability matters to the customer's operations, executing this document before go-live is as essential as the subscription agreement itself.\u003C/p>\n",1781185950247]