Cloud Computing

Contoso Service Level Agreement (SLA)

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This Service Level Agreement (“SLA” or “Agreement”) is entered into and made effective as of the [x] day of [month], 20xx (the “Effective Date”), by and between [Government Entity Name] (“Buyer”) and [Provider Entity Name] (“Provider”). Collectively the Buyer and the Provider shall be referred to as the “Parties”.

Buyer and Provider are entering into this SLA to: (i) ensure there are clear expectations for Provider’s hosting, service, and support and maintenance obligations; and to (ii) identify any corresponding Buyer obligations.

1. Definitions

a. “Error” means one or more failures of the Services to perform substantially in accordance with the applicable specifications set forth in the User Guide version [x] and Services Features (attached as “Annex 1”). However, if Provider developed any customizations to the Services for Customer, then such customizations shall be supported too for no additional charge.

b. “Major Version” a Version that has significant jumps in functionality (e.g. changing the framework) which could cause incompatibility with interfacing systems. This is represented by first number in a version of the Solution/Services and is increased when new major releases are made. For example, version 1.0 is replaced by version 2.0.

c. “Minor Version” a Version that has insignificant features or significant fixes added. This is represented by second number in a version of the Solution/Services and is increased when new minor releases are made. For example, version 1.0 is replaced by version 1.1.

d. “RPO” the Recovery Point Objective is the snapshot in time by which Provider will ensure that Buyer’s data is not lost beyond that time period after a disaster or other incident.

e. “RTO” the Recovery Time Objective is the overall time period it takes for Provider to ensure that Buyer’s systems and the overall Solution/Service is performing as expected after a disaster or other incident. 

f. “Solution/Service” means [Define here].

g. “Standard Working Hours” are 8:00 AM to 6:00 PM Eastern Standard Time or Eastern Daylight Time as applicable.

h. “Standard Working Days” are Monday through Friday, excluding United States Federal holidays.

i. “Update” means a revision, bug fix or patch to the Solution that improves the existing functionality of the Solution, by correcting inefficiencies or defects, but does not contain any new features or enhancements. Updates exclude any release that is made generally available as a separate Solution. It is understood that in order for a product to be deemed “separate”, it cannot be substantially similar in functionality to the current Solution even if Provider is marketing or selling the Update under a different name.

j. “Version” means a release of the Services that upgrades or enhances the Solution/Services to provide functionality or capability beyond that contained in the last commercialized iteration of the Solution/Services.

2. Description of Services and/or Applications

a. Name. Name of service/applications, including the version of purchased application (if applicable). ______________________________________________________________________________(define here)

b. Description. Description of service/applications, including key components of functionality and infrastructure provided by Provider.

· It is understood that Buyer has materially relied on these key components of functionality being part of the Solution/Services as consideration under this Agreement, and Provider shall not remove these key components of functionality from future Versions.

· It is also understood that a detailed listing of functionality and infrastructure provided by Provider is listed in the License Agreement between the parties dated_____. The information in this clause is intended to highlight key components only. The detailed descriptions in the License Agreement take precedence if there is any conflict with the descriptions in this SLA.

c. Installation Type: On premise or Provider’s managed location (include address if at Provider’s managed site).

3. Account Management

a. Provider will appoint a dedicated Client Relations Manager (“CRM”) to Buyer who will be Buyer’s main point of contact.

b. Provider will furnish to Buyer a direct telephone number and email address for the CRM to facilitate communication. The CRM will provide the following deliverables in coordination with Buyer’s designated representative (the “Buyer Liaison”):

· Status Calls - As requested by either Party to discuss any issues of concern to either Party; and

· Review Meetings - Assessment of Buyer satisfaction on a quarterly basis via review meetings. At the request of Buyer, at least two of the quarterly business review meetings shall occur in person at a designated location approved by the Buyer for no additional charge.

c. Provider shall make the CRM available during Standard Working Hours and Standard Working Days

4. Support Options and Billing

a. Provider shall provide support during the Hours of Operation and Days of Operation corresponding to the Support Level selected from the table below.

b. Provider shall support the immediately preceding two Major Versions of the Solution or the earliest Version of the Solution that was generally available during the previous five years, whichever is longer.

5. Support Provider Information and Request Submission

a. If support tickets are not responded to within the Acceptable Support Service Levels listed in Section 6 of this SLA, Buyer may follow the escalation procedure provided by Support Provider, which shall include specific names of escalation contacts, order of preference and full contact information including mobile phone numbers. Provider agrees to provide Buyer with any changes to the escalation procedure within one business day of any change being made.

b. All Support Provider resources shall be full-time, dedicated resources trained on the specifics of how Buyer is using the Solution/Services.

c. All Support Provider resources shall be located in the United States when providing support under this SLA.

d. All Support Provider systems related to this SLA shall be located in the United States, and Support Provider shall keep all Buyer data within the United States, including planned disaster recovery operations related to data replication or movement.

e. [Option for off premise Solutions (whether cloud-based or hosted)] – Provider shall notify Buyer of all planned maintenance windows at least thirty (30) days in advance. Notification of emergency windows shall be sent to Buyer’s notification email distribution list at least one (1) hour in advance.

6. Support Severity Levels and Timeframes .

a. Support Issue Severity Levels. When Buyer reports a problem to Support Provider, Buyer shall clearly and reasonably classify the Severity Level of the problem. Support Provider may ask Buyer to reclassify the level of severity per problem if it reasonably believes that Buyer’s classification is incorrect. However, Buyer shall be under no obligation to change the severity level of each problem. Severity levels are identified here below.

· Severity 1: A critical production Error that prevents the user from performing a function.

· Severity 2: A non-critical production Error that prevents the user from performing a function for which no acceptable alternative workarounds are available (this could also be due to slow performance issues that materially affect a function, etc.).

· Severity 3: A non-critical production Error that prevents the user from performing a function for which acceptable alternative workarounds are available; or a non-production Error that prevents the user from performing a function.

· Severity 4: All other Errors.

· Enhancement Requests: A request by Buyer that is not provided for as part of the current Solution/Service.

7. Acceptable Solution/Service Availability Levels

Step 1: Calculate overall minutes of expected/planned uptime = total minutes in a month within the Solution/Service Availability timeframe minus the Planned Downtime minutes per month. This number becomes the denominator in Step 2.

Step 2: Calculate Monthly Service Level (determination whether or not the Service Threshold was reached)

= Total minutes during the month where the Solution/Service was operating as expected (the Solution/Service was up and not experiencing service degradation) divided by the Total minutes of expected/planned uptime

Step 1: Calculate Total Minutes of Expected/Planned Uptime

43,200 minutes (in a 30 day month with 24x7 Solution/Service Availability timeframe) minus 360 minutes (allowed for 6 hours of planned downtime for maintenance in the month) minus (any other minutes where Buyer was informed 10 business days in advance of planned downtime in the same month) = 42,840 total minutes of planned uptime in the month

Step 2: Calculate Monthly Service Level (determination whether or not the Service Threshold was reached)

42,800 total minutes (where the Solution/Service was operating as expected in the month) divided by 42,840 total minutes (of planned uptime in the month) = 99.91% Service Level for the month (Service Threshold not reached).

8. Reporting - Support Provider shall provide the following reports to Buyer at the frequency and method identified for each below:

a. Monthly Solution/Service Availability Reports shall be provided in electronic format and delivered to Contoso Technology Directory. Such reports shall at least contain all of the service levels identified in Section 6 above and the corresponding service level metric for that applicable month, indicating for each service level and related metric, the total number of reported issues received and the total number of reported issues meeting each metric. For example, the report for Month One might show 10 Severity Level One reports received, 10 responded to within 15 minutes and 9 resolved within one hour. Reports for the immediate preceding month shall be delivered within 5 business days of the next month.

b. [Option if Solution is Hosted] Annual Disaster Recovery Testing – Provider shall send to the Buyer Liaison an electronic copy of the results of its Disaster Recovery Testing on at least an annual basis, including the success or failure of the RTO and RPO of the Buyer’s Solution.

c. Annual Roadmap – Provider shall send to the Buyer Liaison an electronic copy of its intended two year Solution roadmap, including new functionality, on at least an annual basis.

d. Additional Reports – Provider shall make all commercially reasonable efforts to accommodate any additional reporting requests made by Buyer related to the Solution/Services under the Agreement, even if such reporting requests are custom requests.

9. Remedies

a. Should Provider fail to meet any of the identified turnaround times in Section 6 above, a refund/credit equal to [10]% of the total annual support and maintenance fee per hour of delay beyond the turnaround time and amount shall be payable to Buyer within thirty (30) days from the date of notification of the problem. For purposes of calculating “delay” time, it shall be all time between: (i) the initial start of the issue, whether notified by Buyer to Support Provider or realized by Support Provider (directly or via application monitoring alerts); and (ii) the communication of the resolution from Support Provider back to Buyer. It is understood that if Support Provider communicates back a resolution of the issue, but the Buyer is still experiencing the same issue, such tracking of turnaround time shall continue to be tolled from the original starting point and still constitute as the same issue.

b. Material Breach and Termination.

· If such delay in turnaround times, as identified in Section 6, or missed Acceptable Service Level Threshold, as identified in Section 7, occurs in excess of three (3) occasions within a rolling one-year time frame (this includes any three (3) combinations of unmet service levels in Section 6 or Section 7), it shall constitute a material breach of the Agreement, and Buyer may terminate the Agreement for cause as of the date specified in the notice of termination.

· If at any time the Solution/Service is unavailable, whether fully unavailable or performance is so degraded that the functionality is deemed by a reasonable end user of the Solution/Service to be unusable, for more than two (2) consecutive hours during the Solution/Service Availability Timeframe (as defined in Section 7), such unavailability shall constitute a material breach of the Agreement, and Buyer may terminate the Agreement for cause as of the date specified in the notice of termination.

Upon termination by Buyer under this Section, Provider shall:

· Refund to Buyer a pro-rated amount of any paid fees, including service or licensing fees, within thirty (30) calendar days receipt of a certification by Buyer that all copies of the Solution and any corresponding documentation have been permanently deleted from Buyer’s systems.

· [If off-premise Solution] - Fully cooperate with Buyer to provide the Buyer’s data, documentation, or other requested information related to the Solution/Services within sixty (60) days of the effective termination date. Such cooperation and return (or destruction of data) shall be at no additional cost to Buyer.

10. Licensee’s Responsibilities

a. [For in-house Solutions] It is understood that remote access by Provider into Buyer’s Solution is not required for Support Provider’s services and commitments to the service levels (response and resolution times) identified in this SLA. Buyer shall make all commercially reasonable efforts to provide Support Provider with issue logs (as long as such logs do not contain confidential data) and assist in issue recreation to help troubleshoot.

b. [For in-house Solutions] Buyer shall provide Support Provider with updates regarding current production version and any patches and customizations that have been applied.

c. [Optional and usually requested by Provider] Unless otherwise authorized in writing by Provider, Provider will have no responsibility for any Error caused by: (a) any unapproved incorporation of an application or device to the Services/Solution, or any part thereof, by Buyer; or (b) Buyer‘s use of the Services/Solution for other than the specified purpose of the Services/Solution.

THIS SLA has been executed by the authorized officers of the Parties as of the Effective Date.

Buyer Provider

Signature: Signature:

Name: Name:

Title: Title:

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