[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-service-level-agreement-D778":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":24,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":179,"customdescription":24,"mdFm":180,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), 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: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.",null,"Service Level Agreement","12",89,"doc","https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"service level agreement","Service Level Agreement Template","https://templates.business-in-a-box.com/imgs/400px/778.png","https://templates.business-in-a-box.com/imgs/600px/778.png","\u003Ch4>Understanding a Service Level Agreement\u003C/h4>\n\u003Cp>A Service Level Agreement (SLA) is a critical document that formalizes the relationship between a service provider and its client. It outlines the scope of services provided, performance metrics, and responsibilities of both parties. By defining expectations and standards, the SLA ensures accountability and helps maintain a productive business relationship.\u003C/p>\n\u003Ch5>What is a Service Level Agreement?\u003C/h5>\n\u003Cp>A Service Level Agreement template offers a structured framework to clearly define the terms of service delivery:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Parties Involved\u003C/strong> - Identifies the service provider and client, including their legal names, contact information, and points of contact.\u003C/li>\n\u003Cli>\u003Cstrong>Scope of Services\u003C/strong> - Details the specific services provided, including the nature, extent, and limitations of each service.\u003C/li>\n\u003Cli>\u003Cstrong>Performance Metrics and KPIs\u003C/strong> - Specifies key performance indicators (KPIs) and metrics that measure the quality and efficiency of the services provided.\u003C/li>\n\u003Cli>\u003Cstrong>Service Availability and Uptime\u003C/strong> - Outlines the expected availability of services, including maintenance windows, downtimes, and uptime commitments.\u003C/li>\n\u003Cli>\u003Cstrong>Response and Resolution Time\u003C/strong> - Defines the time frames for responding to and resolving service issues or incidents.\u003C/li>\n\u003Cli>\u003Cstrong>Support and Escalation\u003C/strong> - Describes the levels of support available, including how issues are escalated within the provider’s organization.\u003C/li>\n\u003Cli>\u003Cstrong>Reporting and Monitoring\u003C/strong> - Details the reporting requirements, including the frequency and format of performance reports, and the monitoring methods used.\u003C/li>\n\u003Cli>\u003Cstrong>Change Management\u003C/strong> - Outlines the procedures for managing changes to the services, ensuring that modifications do not disrupt service delivery.\u003C/li>\n\u003Cli>\u003Cstrong>Security and Compliance\u003C/strong> - Specifies security standards and compliance requirements to protect data and adhere to regulations.\u003C/li>\n\u003Cli>\u003Cstrong>Dispute Resolution\u003C/strong> - Provides a framework for resolving disputes, including escalation paths and mediation processes.\u003C/li>\n\u003Cli>\u003Cstrong>Governing Law and Jurisdiction\u003C/strong> - Specifies the jurisdiction whose laws will govern the agreement and the location where any legal disputes will be resolved.\u003C/li>\n\u003Cli>\u003Cstrong>Signature and Date\u003C/strong> - The signatures of both parties and the date to validate the document.\u003C/li>\n\u003C/ul>\n\u003Ch5>Supporting Documents for Structuring a Service Level Agreement\u003C/h5>\n\u003Cp>To enhance the clarity and comprehensiveness of a Service Level Agreement, including related documents is advisable:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/incident-response-plan-D13714/\">Incident Response Plan\u003C/a>\u003C/strong> - A plan that provides detailed guidelines for handling service incidents, ensuring quick and effective responses.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/business-continuity-plan-D12788/\">Business Continuity Plan\u003C/a>\u003C/strong> - A document outlining how services will continue to operate during disruptions, including disaster recovery strategies.\u003C/li>\n\u003Cli>\u003Cstrong>\u003Ca href=\"https://www.business-in-a-box.com/template/quality-assurance-plan-D13381/\">Quality Assurance Plan\u003C/a>\u003C/strong> - A plan that outlines the procedures and standards for ensuring the quality of the services provided. It includes details on routine checks, audits, and other quality control measures.\u003C/li>\n\u003C/ul>\n\u003Ch5>Why Use a Comprehensive Service Level Agreement Template?\u003C/h5>\n\u003Cp>Using a structured template for drafting a Service Level Agreement offers significant benefits:\u003C/p>\n\u003Cul>\n\u003Cli>\u003Cstrong>Clear Expectations\u003C/strong> - Clearly defines the standards and expectations for service delivery, reducing misunderstandings.\u003C/li>\n\u003Cli>\u003Cstrong>Accountability\u003C/strong> - Holds the service provider accountable for meeting agreed-upon performance metrics and standards.\u003C/li>\n\u003Cli>\u003Cstrong>Dispute Avoidance\u003C/strong> - Provides a clear framework for resolving issues and disputes before they escalate.\u003C/li>\n\u003Cli>\u003Cstrong>Service Improvement\u003C/strong> - Allows for continuous improvement by setting benchmarks and measuring service quality.\u003C/li>\n\u003C/ul>\n\u003Cp>Adopting a comprehensive Service Level Agreement is crucial for establishing and maintaining effective service relationships. It provides a clear and actionable framework for service delivery, supporting transparency and protecting the interests of both service provider and client.\u003C/p>\n\u003Cp>Updated in May 2024\u003C/p>\n",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Services & Consulting","/templates/services-and-consulting/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,117,131,148,163],{"label":39,"url":40,"thumb":41,"extension":10},"SaaS Service Level Agreement","/template/saas-service-level-agreement-D12859","https://templates.business-in-a-box.com/imgs/250px/12859.png",{"label":43,"url":44,"thumb":45,"extension":10},"Service Agreement","/template/service-agreement-D12711","https://templates.business-in-a-box.com/imgs/250px/12711.png",{"label":47,"url":48,"thumb":49,"extension":10},"Client Service Agreement","/template/client-service-agreement-D13255","https://templates.business-in-a-box.com/imgs/250px/13255.png",{"label":51,"url":52,"thumb":53,"extension":10},"Cloud Service Agreement","/template/cloud-service-agreement-D13921","https://templates.business-in-a-box.com/imgs/250px/13921.png",{"label":55,"url":56,"thumb":57,"extension":10},"Continued Service Agreement","/template/continued-service-agreement-D13938","https://templates.business-in-a-box.com/imgs/250px/13938.png",{"label":59,"url":60,"thumb":61,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"label":63,"url":64,"thumb":65,"extension":10},"IT Service Agreement","/template/it-service-agreement-D13422","https://templates.business-in-a-box.com/imgs/250px/13422.png",{"label":67,"url":68,"thumb":69,"extension":10},"Janitorial Service Agreement","/template/janitorial-service-agreement-D13994","https://templates.business-in-a-box.com/imgs/250px/13994.png",{"label":71,"url":72,"thumb":73,"extension":10},"Legal Service Agreement","/template/legal-service-agreement-D14001","https://templates.business-in-a-box.com/imgs/250px/14001.png",{"label":75,"url":76,"thumb":77,"extension":10},"Master Service Agreement","/template/master-service-agreement-D12657","https://templates.business-in-a-box.com/imgs/250px/12657.png",{"label":79,"url":80,"thumb":81,"extension":10},"Personal Service Agreement","/template/personal-service-agreement-D14028","https://templates.business-in-a-box.com/imgs/250px/14028.png",{"label":83,"url":84,"thumb":85,"extension":10},"Residential Service Agreement","/template/residential-service-agreement-D14047","https://templates.business-in-a-box.com/imgs/250px/14047.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":100},"SUPPORT AGREEMENT This Support Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE COMPANY], (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: [NAME OF THE CUSTOMER], (the \"Customer\"), an individual with their 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: [COMPLETE ADDRESS] Collectively, the Company and Client shall be referred to as the ��Parties.\" WHEREAS, the Company shall provide the Customer with the support services for the [SPECIFY THE PRODUCT] (the \"Support\" or \"Services\"); WHEREAS, the Customer desires to obtain Support from the Company, and the Company is willing to provide the Services, upon terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SUPPORT SERVICES The Company shall provide the Customer for the Term with the Support Services for [SPECIFY THE PRODUCT] as further set out in the Support Manual annexed hereinafter as EXHIBIT A. The Support Services shall start from the invoice date of the purchase of [SPECIFY THE PRODUCT] by the Customer. WARRANTIES The Company represents and warrants to the Customer that the Services shall be performed by suitably qualified and experienced personnel, using all reasonable skill and care and in accordance with all laws and regulations in force from time to time which are applicable to the Company as it pertains solely to the delivery of the Services. The Company warrants that it has full legal authority and capacity to enter into this Agreement with the Customer. The Company will only use the services in accordance with the obligations under this Agreement. The Company shall always during the term of this Agreement comply with and shall cause each of its affiliates to comply with the policies and standards of this Agreement for delivering the services. Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party. OBLIGATIONS OF THE COMPANY The Company shall provide Support, as mentioned in this Agreement. The Company shall provide the Customer for the Term with the Support for the [SPECIFY THE PRODUCT] as further set out in the Support Manual. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency, or employment between the Parties. PAYMENTS For the performance of the Support and any Additional Services, the Customer shall pay to the Company the Charges of [SPECIFY THE AMOUNT] to be paid [MONTHLY or YEARLY]. It is agreed that the terms of this Agreement shall prevail over any terms that may be included in this Agreement. If the Customer fails to make any payment due to the Company under this Agreement by the due date for payment, then the Company may suspend the provision of Support. All Charges and taxes or any other applicable sales tax shall be paid by the Customer at the rate and in the manner for the time being prescribed by law. TERM AND TERMINATION The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the term hereof. In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party, in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party specifying such non-compliance. This Agreement shall terminate automatically in [NUMBER OF DAYS] days unless the breaching Party cures the breach within such [NUMBER OF DAYS]-day period. The present Agreement shall be automatically terminated at the expiration of the period 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 [NUMBER OF DAYS] days. Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the effective date of termination. LIABILITY ","Support Agreement","6",513,"https://templates.business-in-a-box.com/imgs/1000px/support-agreement-D13404.png","https://templates.business-in-a-box.com/imgs/250px/13404.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13404.xml",{"title":95,"description":6},"support agreement",[97],{"label":98,"url":99},"Business Plan Kit","business-plan-kit","/template/support-agreement-D13404",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":90,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"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":109,"description":6},"non disclosure agreement nda",[111,113],{"label":32,"url":112},"business-legal-agreements",{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":89,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"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},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":104,"size":90,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":146,"url":147},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":138,"description":6},"statement of work",[140,143],{"label":141,"url":142},"Sales & Marketing","sales-marketing",{"label":144,"url":145},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":161,"url":162},"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},[158,160],{"label":17,"url":159},"software-technology-business",{"label":17,"url":159},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":164,"descriptionCustom":6,"label":165,"pages":104,"size":90,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":178},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":170,"description":6},"data processing agreement",[172,175],{"label":173,"url":174},"Finance & Accounting","finance-accounting",{"label":176,"url":177},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",true,{"seo":181,"reviewer":193,"legal_disclaimer":179,"quick_facts":197,"at_a_glance":200,"personas":204,"variants":229,"glossary":256,"clauses":293,"how_to_fill":344,"common_mistakes":385,"faqs":410,"industries":438,"comparisons":455,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":516,"classification":517},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Service Level Agreement Template (Free Word)","Free service level agreement template defining uptime, response time, resolution time, service credits, and exclusions. Used in 190+ countries. Free Word and PDF download.","service level agreement template",[186,187,188,189,190,191,192],"sla template","service level agreement template word","service level agreement template free","sla contract template","it service level agreement template","service level agreement example","managed services sla template",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":179,"signature_required":179,"notarization_required":199},"advanced",false,{"what_it_is":201,"when_you_need_it":202,"whats_inside":203},"A Service Level Agreement (SLA) is a legally binding contract — or a formal addendum to an existing services agreement — between a service provider and a customer that defines quantitative service standards: uptime percentages, response times, resolution times, and escalation paths. This free Word download lets you specify measurable commitments, credit formulas for missed targets, reporting cadences, and exclusions, then export as PDF for signature.\n","Use it when a customer requires guaranteed performance standards before signing a services contract, when renewing a managed-services engagement where informal commitments have caused disputes, or when your compliance framework (ISO 27001, SOC 2, HIPAA) requires documented service standards with a customer.\n","Service scope and definitions, quantitative performance targets (uptime, response, resolution), measurement and reporting methodology, service credit schedules for missed targets, exclusions and force majeure carve-outs, escalation procedures, review and amendment process, and governing law.\n",[205,209,213,217,221,225],{"title":206,"use_case":207,"icon_asset_id":208},"Managed service providers","Formalizing uptime and response commitments for IT infrastructure clients","persona-it-service-provider",{"title":210,"use_case":211,"icon_asset_id":212},"SaaS companies","Publishing an enforceable uptime guarantee and credit schedule for enterprise customers","persona-saas-founder",{"title":214,"use_case":215,"icon_asset_id":216},"IT directors and procurement teams","Requiring measurable service standards before signing a vendor contract","persona-it-director",{"title":218,"use_case":219,"icon_asset_id":220},"Cloud and hosting providers","Defining availability windows, maintenance exclusions, and credit remedies for downtime","persona-cloud-provider",{"title":222,"use_case":223,"icon_asset_id":224},"Professional services firms","Setting staffing, deliverable, and response-time expectations on retainer engagements","persona-operations-director",{"title":226,"use_case":227,"icon_asset_id":228},"Procurement and vendor managers","Holding third-party suppliers accountable to contracted performance benchmarks","persona-procurement-manager",[230,234,237,241,245,249,252],{"situation":231,"recommended_template":232,"slug":233},"Providing managed IT or infrastructure services","IT Service Level Agreement","service-level-agreement-D778",{"situation":235,"recommended_template":39,"slug":236},"SaaS product with an enterprise uptime guarantee","saas-service-level-agreement-D12859",{"situation":238,"recommended_template":239,"slug":240},"Cloud hosting or infrastructure-as-a-service","Cloud Hosting SLA","cloud-service-agreement-D13921",{"situation":242,"recommended_template":243,"slug":244},"Outsourced customer support or help desk","Help Desk SLA","clean-desk-policy-D12629",{"situation":246,"recommended_template":247,"slug":248},"Professional services retainer with staffing commitments","Professional Services SLA","professional-services-agreement-D13277",{"situation":250,"recommended_template":251,"slug":233},"Internal IT department serving business units","Internal (OLA) Operational Level Agreement",{"situation":253,"recommended_template":254,"slug":255},"Telecom or network connectivity provider","Network Services SLA","agreement-with-provider-of-network-services-D5159",[257,260,263,266,269,272,275,278,281,284,287,290],{"term":258,"definition":259},"Uptime","The percentage of scheduled service hours during which the system is fully operational and accessible, typically expressed as 99.9% or 99.99% annually.",{"term":261,"definition":262},"Response Time","The maximum elapsed time between a customer submitting an incident or support request and the provider acknowledging it.",{"term":264,"definition":265},"Resolution Time","The maximum elapsed time between a customer submitting an incident and the provider restoring the service or delivering a permanent fix.",{"term":267,"definition":268},"Service Credit","A contractual remedy — expressed as a percentage of monthly fees — paid to the customer when the provider misses a defined performance target.",{"term":270,"definition":271},"Measurement Window","The defined calendar period (monthly, quarterly, or annual) over which uptime and other metrics are calculated and compared against targets.",{"term":273,"definition":274},"Priority / Severity Level","A classification assigned to each incident that determines applicable response and resolution time commitments — P1 (critical) through P4 (low) is a common scheme.",{"term":276,"definition":277},"Exclusion","A defined circumstance — such as scheduled maintenance, customer-caused outages, or force majeure — that does not count against the provider's availability commitment.",{"term":279,"definition":280},"Escalation Path","The predefined sequence of contacts and timeframes that activate if an incident is not resolved within the standard resolution window.",{"term":282,"definition":283},"Maintenance Window","A scheduled, pre-announced period during which the provider may take the service offline for upgrades or maintenance without it counting as downtime.",{"term":285,"definition":286},"Mean Time to Repair (MTTR)","The average elapsed time between service failure and full restoration, used as a secondary performance benchmark alongside maximum resolution time.",{"term":288,"definition":289},"Force Majeure","Events outside a party's reasonable control — natural disasters, cyberattacks on upstream infrastructure, government actions — that excuse performance failures for their duration.",{"term":291,"definition":292},"Remediation Plan","A documented corrective action plan the provider must deliver when a service credit threshold is triggered, explaining root cause and steps to prevent recurrence.",[294,299,304,309,314,319,324,329,334,339],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Parties, scope, and effective date","Identifies the provider and customer as legal entities, describes the specific services covered, and states when the SLA takes effect and how long it runs.","This Service Level Agreement is entered into as of [EFFECTIVE DATE] between [PROVIDER LEGAL NAME] ('Provider') and [CUSTOMER LEGAL NAME] ('Customer'). This Agreement governs Provider's delivery of [SERVICE DESCRIPTION] ('Services') as defined in the Master Services Agreement dated [MSA DATE].","Scoping the SLA to cover all services the provider offers rather than the specific services purchased. When new services are added, the SLA's metrics become inapplicable to them, creating enforcement disputes.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Service availability target","States the uptime percentage commitment — e.g., 99.9% monthly — and defines exactly how availability is calculated, including what counts as downtime.","Provider will maintain Service Availability of no less than [99.9]% during each calendar month, calculated as: (Total Minutes in Month − Downtime Minutes) ÷ Total Minutes in Month × 100. 'Downtime' means the Service is inaccessible to all users for more than [5] consecutive minutes, excluding Scheduled Maintenance and Exclusions.","Not defining the minimum outage duration that counts as downtime. Without a floor (e.g., 5 consecutive minutes), every transient error becomes a credit-triggering event, making the SLA commercially unworkable.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Response and resolution time commitments","Sets the maximum time the provider has to acknowledge and resolve incidents, tiered by severity level.","P1 (Service Unavailable): Response within [15] minutes, Resolution within [4] hours. P2 (Significant Degradation): Response within [1] hour, Resolution within [8] Business Hours. P3 (Minor Issue): Response within [4] Business Hours, Resolution within [3] Business Days. P4 (General Inquiry): Response within [1] Business Day, Resolution within [5] Business Days.","Expressing resolution times in calendar hours without defining business hours. A P2 incident opened at 5 PM Friday with an 8-hour resolution SLA resolves Monday morning under a business-hours definition — that gap must be explicit.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Measurement methodology and reporting","Explains the tools, data sources, and calculation method used to measure performance, and commits the provider to delivering a regular service report.","Provider will measure Service Availability using [MONITORING TOOL / THIRD-PARTY URL]. Provider will deliver a monthly SLA report to [CUSTOMER CONTACT] by the [5th] business day of the following month, showing actual uptime, incident count by priority, and credits earned, if any.","Allowing the provider to self-report availability without specifying the monitoring tool or methodology. When a credit dispute arises, neither party has an agreed source of truth.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Service credit schedule","Defines the credit the customer receives when the provider misses an availability or response target, expressed as a percentage of monthly fees.","If monthly Service Availability falls below [99.9]% but equals or exceeds [99.0]%, Customer receives a credit equal to [10]% of the monthly fee for that Service. Below [99.0]% but at or above [95.0]%: [25]% credit. Below [95.0]%: [50]% credit. Credits are applied to the next invoice and do not exceed the monthly fee for the affected Service.","Making service credits the customer's only remedy for any and all service failures. Courts in several jurisdictions have found that a sole-remedy clause barring damages for prolonged, willful outages is unconscionable — add a carve-out for gross negligence or wilful misconduct.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Exclusions","Lists the circumstances — scheduled maintenance, customer-caused issues, third-party failures, force majeure — that are excluded from downtime calculations and do not trigger credits.","The following are excluded from Downtime calculations: (a) Scheduled Maintenance announced at least [72] hours in advance; (b) outages caused by Customer's acts or omissions; (c) failures of third-party networks or infrastructure outside Provider's control; (d) Force Majeure Events; (e) Customer's failure to implement Provider-recommended patches within [30] days of notice.","Writing exclusions so broadly that they swallow the uptime commitment. Excluding 'any third-party dependency' can cover the provider's own cloud infrastructure — courts have refused to enforce SLA exclusions that make the uptime guarantee illusory.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Escalation and incident management","Defines the step-by-step escalation path if an incident is not resolved within the committed window, including contact names, titles, and timeframes.","If a P1 incident is not resolved within [2] hours, Provider will escalate to [ESCALATION CONTACT NAME / TITLE] and notify Customer's [CUSTOMER ESCALATION CONTACT] by phone. If unresolved after [4] hours, Provider's [C-LEVEL TITLE] will be engaged and a bridge call established every [60] minutes until resolution.","Listing escalation contacts by name rather than by role. Personnel change — an SLA that escalates to 'Jane Smith' becomes unenforceable the moment Jane leaves.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Credit request procedure","States the process and deadline by which the customer must submit a credit claim, and the timeframe in which the provider must respond.","To receive a Service Credit, Customer must submit a written credit request to [PROVIDER SUPPORT EMAIL] within [30] days of the end of the measurement month in which the missed target occurred. Provider will respond within [10] business days with a credit confirmation or written dispute. Failure to submit within [30] days waives the credit for that period.","No credit-claim deadline at all. Without one, customers can accumulate months of potential credits and submit them simultaneously, creating a large, disputed liability for the provider.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Review, amendment, and termination for cause","Requires the parties to review targets annually, sets the process for amending metric levels, and states the customer's right to terminate the underlying agreement if credits reach a defined threshold.","The parties will review SLA targets no less than annually. Amendments require written consent of both parties. If Service Credits exceed [30]% of monthly fees in any [3] consecutive months, Customer may terminate the underlying Master Services Agreement on [30] days' written notice without early-termination penalty.","No termination right for persistent SLA failures. A customer locked into a 3-year contract with only credit remedies has no commercial leverage if the provider delivers chronically poor service — and courts in the UK and EU have found this one-sided.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the SLA and how disputes — including credit disputes — are resolved.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement that is not resolved within [30] days of written notice shall be submitted to binding arbitration administered by [AAA / JAMS / LCIA] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law inconsistent with the data-processing addendum or master agreement. Mismatched governing law across linked documents creates jurisdictional ambiguity that lengthens and complicates any dispute.",[345,350,355,360,365,370,375,380],{"step":346,"title":347,"description":348,"tip":349},1,"Identify the parties and link to the master agreement","Enter the full legal entity names and registration details for both provider and customer. If this SLA is an addendum to a Master Services Agreement, reference its title and execution date explicitly so the documents are legally linked.","Confirm the provider entity name matches the contracting entity on the MSA — a subsidiary name mismatch is a common source of enforceability disputes.",{"step":351,"title":352,"description":353,"tip":354},2,"Define the service scope precisely","List only the services covered by this SLA — not the provider's entire product catalog. Reference the relevant service description, order form, or statement of work by title and date.","Attach a Schedule A listing each covered service with its service ID or SKU so there is no ambiguity when new services are added later.",{"step":356,"title":357,"description":358,"tip":359},3,"Set the uptime target and define downtime","Choose the availability percentage (99.9% is standard for most B2B SaaS; 99.99% for mission-critical infrastructure) and define exactly what qualifies as downtime, including the minimum outage duration threshold.","99.9% monthly allows about 43 minutes of unplanned downtime per month; 99.99% allows about 4 minutes. Set the target at the level your infrastructure can actually sustain — overpromising creates credit exposure.",{"step":361,"title":362,"description":363,"tip":364},4,"Define severity tiers and set response and resolution times","Create 3–5 priority levels from critical (service fully unavailable) to low (cosmetic or informational issues). Assign specific response and resolution time commitments to each tier, and define whether those times are in business hours or calendar hours.","P1 and P2 commitments should always be in calendar hours — critical outages do not stop at 5 PM — while P3 and P4 can run in business hours.",{"step":366,"title":367,"description":368,"tip":369},5,"Specify the measurement method and reporting schedule","Name the monitoring tool or third-party service used to measure availability. Set the reporting cadence (monthly is standard) and name the delivery date and recipient. Include a sample report format in a schedule if possible.","Using an independent third-party monitor (e.g., Pingdom, Datadog, StatusPage) rather than the provider's own infrastructure logs builds customer trust and reduces credit disputes.",{"step":371,"title":372,"description":373,"tip":374},6,"Build the credit schedule and cap it","Create a tiered credit table tied to availability bands (e.g., 99.0–99.9%, 95.0–99.0%, below 95%). Express credits as a percentage of the monthly fee for the affected service, and cap total credits at 100% of that month's fee.","Add a carve-out stating that credits do not apply where the outage resulted from the provider's gross negligence or wilful misconduct — those situations should trigger the general liability clause instead.",{"step":376,"title":377,"description":378,"tip":379},7,"Draft the exclusions list carefully","List each exclusion category with enough specificity that it cannot be stretched to cover normal operational failures. For scheduled maintenance, require a minimum advance-notice period (48–72 hours) and a maximum monthly maintenance window (e.g., 4 hours).","Cap total scheduled-maintenance downtime per month — an unlimited maintenance window can reduce a 99.9% uptime commitment to zero in practice.",{"step":381,"title":382,"description":383,"tip":384},8,"Set the credit-claim process and review cycle","Specify the email address for credit submissions, the claim deadline (30 days after the measurement period is standard), the provider's response window, and the annual review date for updating targets.","Include a dispute resolution step before arbitration — a 15-day good-faith negotiation period resolves most credit disputes without formal proceedings.",[386,390,394,398,402,406],{"mistake":387,"why_it_matters":388,"fix":389},"Setting uptime targets the infrastructure cannot meet","Committing to 99.99% availability on infrastructure that historically delivers 99.9% creates automatic credit liability every month and signals to customers that the SLA is not credible.","Run 6–12 months of historical uptime data through the credit schedule before finalizing targets, and build in at least a 0.1% buffer below your actual average performance.",{"mistake":391,"why_it_matters":392,"fix":393},"No minimum outage duration in the downtime definition","Without a floor, every transient 30-second error during peak traffic becomes a downtime event, making the uptime calculation commercially unusable and the credit schedule permanently triggered.","Define downtime as complete inaccessibility lasting more than a specified consecutive period — 5 minutes is a common standard for web-based services.",{"mistake":395,"why_it_matters":396,"fix":397},"Credits as the sole remedy with no gross-negligence carve-out","Courts in the UK, EU, and several US states have refused to enforce sole-remedy clauses where a provider's willful or grossly negligent conduct caused an extended outage, exposing the provider to unlimited damages instead.","State that credits are the exclusive remedy for SLA failures caused by ordinary operational issues, but expressly preserve the customer's right to claim actual damages for gross negligence or wilful misconduct.",{"mistake":399,"why_it_matters":400,"fix":401},"Exclusions broad enough to cover the provider's own cloud infrastructure","An exclusion for 'third-party infrastructure failures' that implicitly covers the provider's AWS or Azure tenancy can render the uptime commitment illusory — courts and arbitrators have voided such clauses.","Limit third-party exclusions to infrastructure genuinely outside the provider's control (e.g., a BGP routing failure at the customer's ISP), and explicitly state that the provider's chosen hosting infrastructure is not excluded.",{"mistake":403,"why_it_matters":404,"fix":405},"Escalation contacts listed by name rather than role","Staff turnover means a named escalation contact can become unreachable, and the customer has no contractually specified fallback — leaving escalation procedures unenforceable in practice.","Use job titles and generic contact details (e.g., noc@provider.com, support-escalations@provider.com) rather than individual names, and update contact schedules outside the main agreement.",{"mistake":407,"why_it_matters":408,"fix":409},"No termination right for chronic SLA failures","A customer locked into a multi-year contract with credits as the only remedy has no commercial exit if the provider misses targets every month — credits simply subsidize consistently poor service.","Include a termination-for-cause provision that activates when credits exceed a defined percentage of monthly fees (e.g., 30%) in any three consecutive months, allowing the customer to exit without an early-termination penalty.",[411,414,417,420,423,426,429,432,435],{"question":412,"answer":413},"What is a service level agreement?","A service level agreement (SLA) is a contract — or a formal addendum to a services contract — between a service provider and a customer that defines quantitative performance standards: uptime percentages, response times, resolution times, and the consequences (typically service credits) when those standards are missed. It converts informal performance expectations into measurable, enforceable obligations backed by a credit or termination remedy.\n",{"question":415,"answer":416},"What should a service level agreement include?","A complete SLA should cover: the parties and services in scope, an uptime or availability target with a clear downtime definition, incident severity tiers with response and resolution times, a measurement methodology naming the monitoring tool and reporting cadence, a credit schedule tied to specific availability bands, a list of exclusions, an escalation path, a credit-claim procedure with a submission deadline, and an annual review cycle. Missing any of these creates ambiguity that surfaces when the first outage occurs.\n",{"question":418,"answer":419},"What is a typical uptime SLA?","99.9% monthly availability (sometimes called 'three nines') is the most common standard for B2B SaaS and managed services — it allows approximately 43 minutes of unplanned downtime per month. Mission-critical infrastructure and financial or healthcare platforms often commit to 99.99% ('four nines'), which allows about 4.4 minutes per month. Committing to a higher target than your infrastructure can sustain creates automatic monthly credit liability.\n",{"question":421,"answer":422},"Are service credits the only remedy available under an SLA?","Most SLAs make service credits the exclusive remedy for standard performance failures — this limits the provider's financial exposure to a defined percentage of monthly fees. However, courts in the UK, EU, and several US states have declined to enforce sole-remedy clauses where the provider's conduct was grossly negligent or willful. A well-drafted SLA preserves service credits as the remedy for ordinary failures and expressly reserves the customer's right to claim actual damages for more serious conduct.\n",{"question":424,"answer":425},"What is the difference between an SLA and a master services agreement?","A master services agreement (MSA) governs the overall commercial relationship — payment terms, liability caps, IP ownership, confidentiality, and termination rights. An SLA is a specific addendum that defines measurable performance standards and the remedies for missing them. The MSA creates the contract; the SLA specifies the operational standards within it. SLAs typically cross-reference and are governed by the MSA.\n",{"question":427,"answer":428},"What counts as an exclusion under an SLA?","Standard exclusions include scheduled maintenance announced in advance (typically with 48–72 hours' notice), outages caused by the customer's own acts or failures, failures of internet infrastructure genuinely outside the provider's control, and force majeure events. Exclusions should be drafted narrowly — overly broad exclusions that cover the provider's own hosting infrastructure can render the uptime commitment commercially meaningless.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a service level agreement?","For straightforward managed services or SaaS engagements with standard uptime and credit terms, a high-quality template reviewed by a business advisor is often sufficient. Legal review is strongly recommended when the contract involves regulated industries (healthcare, financial services), cross-border services with GDPR or data-residency requirements, contracts above $250K annually, or where the credit and termination structure is heavily negotiated. A 1–2 hour review typically costs $400–$800.\n",{"question":433,"answer":434},"How are service credits calculated?","Credits are almost always expressed as a percentage of the monthly fee for the affected service, tiered by how far actual availability falls below the target. A common structure: 10% credit for availability between 99.0% and 99.9%, 25% for 95.0%–99.0%, and 50% for below 95.0%. Total credits are capped at 100% of the affected monthly fee. Credits are applied to the next invoice rather than paid in cash under most SLAs.\n",{"question":436,"answer":437},"Can a customer terminate a contract for repeated SLA failures?","Only if the SLA or master agreement includes a termination-for-cause provision tied to SLA performance. Without one, a customer receiving credits every month is contractually entitled to credits only — not termination. Best practice is to include a clause allowing termination without early-termination penalty if credits exceed a defined threshold (e.g., 30% of monthly fees) in any three consecutive measurement periods.\n",[439,443,447,451],{"industry":440,"icon_asset_id":441,"specifics":442},"SaaS / Technology","industry-saas","Uptime commitments are central to enterprise sales — 99.9% or 99.99% targets, measured by independent monitoring tools, are a baseline expectation for deals above $50K ARR.",{"industry":444,"icon_asset_id":445,"specifics":446},"Managed IT Services","industry-professional-services","Severity-tiered response and resolution times covering network, server, and end-user support are the core SLA structure, with separate targets for on-site vs. remote support.",{"industry":448,"icon_asset_id":449,"specifics":450},"Healthcare / MedTech","industry-healthtech","HIPAA-covered systems require SLAs that address data availability alongside uptime, with breach-notification timelines and audit-log access commitments included as performance metrics.",{"industry":452,"icon_asset_id":453,"specifics":454},"Financial Services","industry-fintech","Regulators in the US (OCC), UK (FCA), and EU (DORA) require documented SLAs for critical third-party technology providers, with specific resilience and recovery time objectives.",[456,460,463,467],{"vs":457,"vs_template_id":458,"summary":459},"Master Services Agreement","master-services-agreement-D13309","A master services agreement governs the overall commercial relationship — payment, liability, IP, confidentiality, and termination. An SLA is an operational addendum within that relationship, defining measurable performance standards and credit remedies. You typically need both: the MSA creates the contract; the SLA specifies how well the services must perform.",{"vs":43,"vs_template_id":461,"summary":462},"service-agreement-D12711","A service agreement covers what services will be delivered and the commercial terms. An SLA specifies how well those services must perform — uptime, speed, availability — and what happens when they fall short. A service agreement without an SLA has no enforceable performance floor; an SLA without a service agreement has no commercial terms.",{"vs":464,"vs_template_id":465,"summary":466},"IT Support Agreement","it-support-agreement-D13561","An IT support agreement defines the scope of support services, staffing, and billing for helpdesk or infrastructure management. An SLA defines the measurable response and resolution standards those support services must meet. The two documents typically operate together, with the support agreement governing scope and the SLA governing performance.",{"vs":468,"vs_template_id":469,"summary":470},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged between parties — it has no performance metrics or credit structure. An SLA defines operational performance standards and remedies. They serve entirely different functions but are often signed together at the start of a vendor relationship, with the NDA protecting disclosures made during SLA negotiations.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Managed service providers and SaaS companies issuing standard uptime and response-time SLAs for contracts under $100K annually","Free","1–2 hours",{"best_for":477,"cost":478,"time":479},"Enterprise contracts above $100K, cross-border services, or regulated industries where an attorney reviews the credit, exclusions, and sole-remedy structure","$400–$800","2–5 days",{"best_for":481,"cost":482,"time":483},"Mission-critical infrastructure contracts, DORA-regulated financial services, healthcare SaaS with HIPAA obligations, or deals with heavily negotiated liability and termination terms","$2,000–$6,000+","1–3 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","SLAs are governed by general contract law — UCC Article 1 and common law apply depending on whether services are classified as goods or services. Federal sector SLAs must comply with FAR requirements. California courts scrutinize sole-remedy clauses and have found them unenforceable in cases involving gross negligence. Several states require minimum data-breach notification timeframes that should be reflected in SLA metrics for cloud and data services.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","SLAs for provincially regulated industries (financial services, healthcare) must align with sector-specific operational resilience requirements set by OSFI and provincial regulators. Quebec's Law 25 imposes data-availability and incident-response obligations on services handling personal information of Quebec residents. Sole-remedy clauses are generally enforceable unless the failure constitutes intentional or gross fault under Quebec civil law.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The UK's Operational Resilience Policy (PRA / FCA) requires regulated financial firms to document SLAs with critical third-party providers, including specific impact tolerances and recovery time objectives. UKGDPR requires data processors to notify controllers of personal data breaches within 72 hours — this timeline should be reflected in SLA incident-reporting clauses. The Unfair Contract Terms Act 1977 can invalidate sole-remedy clauses that are unreasonable.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","The EU Digital Operational Resilience Act (DORA), effective January 2025, mandates that financial entities include specific contractual provisions in SLAs with ICT third-party providers, covering availability targets, incident reporting timelines, and audit rights. GDPR Article 28 requires data processing agreements — often incorporated into or alongside the SLA — specifying processor obligations and breach notification within 72 hours. Member states may impose additional sector-specific resilience requirements.",[506,461,507,469,508,509,510,511,512,513,514,515],"master-service-agreement-D12657","support-agreement-D13404","independent-contractor-agreement-D160","statement-of-work-D12981","custom-software-development-agreement-D787","data-processing-agreement-D13954","vendor-agreement-D13292","building-maintenance-agreement-D13817","consulting-agreement---long-D12543","business-associate-agreement-D12650",{"emit_how_to":179,"emit_defined_term":179},{"primary_folder":112,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"services-and-consulting","agreement","general","all-stages",[523,524,525,526,527],"contract","service-level-agreement","sla","service-provider","performance-metrics",0.95,"\u003Ch2>What is a Service Level Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Service Level Agreement (SLA)\u003C/strong> is a legally binding contract — or a formal addendum to an existing services contract — between a service provider and a customer that converts informal performance expectations into measurable, enforceable obligations. It defines quantitative service standards (uptime percentage, incident response time, resolution time), the methodology used to measure them, the credits owed to the customer when standards are missed, and the circumstances that excuse the provider from those commitments. Unlike a general service agreement that describes what will be delivered, an SLA specifies how well it must be delivered and what happens when it falls short.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed SLA, every performance dispute becomes a credibility contest rather than a contract interpretation exercise — and providers almost always argue that informal uptime benchmarks were aspirational, not contractual. The consequences are concrete: enterprise customers stall procurement approval without an SLA in hand; regulated industries in financial services and healthcare require documented third-party service standards as a compliance prerequisite under DORA, OSFI, and HIPAA frameworks; and without a defined credit schedule, a prolonged outage leaves a customer with no contractual remedy short of costly litigation. This template gives providers and customers a structured starting point — measurable targets, a tiered credit schedule, a clear exclusions list, and a termination right for chronic failures — so that performance expectations are documented before the first incident, not debated after it.\u003C/p>\n",1781186033723]