SERVICE LEVEL AGREEMENT

This Service Level Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE SERVICE PROVIDER], (hereinafter referred to as the “Company”) having registered office at [INSERT ADDRESS OF THE SERVICE PROVIDER] which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and

[INSERT NAME OF THE CUSTOMER], residing at [INSERT ADDRESS OF THE CUSTOMER] (hereinafter referred as the “Customer”) which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

Both the parties shall be collectively referred as “Parties” and individually by their respective names.

WHEREAS

1. The Company is engaged in the business of providing subscription based software services to the Customer, as more specifically described in Scope of Services in clause 3 of the present Agreement;
2. The Customer is desirous of availing such services and the Company has agreed to provide such services to the Customer;
3. Both the parties are desirous of putting the terms and conditions of the services to be performed in writing in the form of a contract;
4. Both the parties have the capacity to enter into and perform this contract;
5. Both the parties tend to understand all the provisions of the contract put forth herein and both the parties have sought legal guidance, wherever required.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged and agreed, parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION
   1. “Customer” refers to the Company/Individual that is availing the services.
   2. “Customer Support” means the services by which the Company may provide assistance to Customer to resolve issues with the Services.
   3. “Incident” means any set of circumstances resulting in a failure to meet a Service Level.
   4. “Service” or “Services” refers to the service provided to Customer pursuant to the proposal/contract.
   5. “Financial Credit” is the percentage of the monthly service fees for the Service that is credited to Customer for a Service Level not met pursuant to this SLA.
   6. “Confidential Information” shall mean and include any document the ‘Disclosing Party’ marks as confidential; any information orally designated as Confidential;
   7. “Documentation” shall mean and include all the Documents, Forms, Order Forms, Payment Schedule, Service Schedule and such other documents made available by the parties to each other to facilitate the performance of services.
   8. “Downtime” is defined as any period of time when users are unable to access The Company’s sites for which they have appropriate permissions. The ability to access The Company sites is determined by automated monitoring that attempts to access The Company sites every minute supplemented by server logs. Downtime does not include the period of time when the Service is not available as a result of: (i) Scheduled Downtime or scheduled network, hardware, or service maintenance or upgrades; or (ii) the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to The Company’s network by means of Customer’s passwords or equipment; or (iii) Customer requested changes.
   9. “Scheduled Downtime” is defined as: (i) Downtime within pre-established maintenance windows; customer specific updates/customization; general upgrades to firmware or (ii) Downtime during major version upgrade; Scheduled Downtime is not considered Downtime for purposes of this Agreement.
   10. “Monthly Uptime Percentage" means the total number of minutes in a month, minus the number of minutes of Downtime suffered from all Downtime Periods in a month, divided by the total number of minutes in a month.
2. SCOPE OF SERVICES
   1. The Company agrees to provide the Software services to the Customer in accordance with the specification and requirements mentioned in Exhibit A, attached and form an integral part of the agreement.
   2. The Company shall make the Software available for access during the whole of the period of this agreement and shall provide to the Customer such assistance in relation to the use of the Software as the Customer may reasonably request.
   3. In the event that any delays or changes in the project timeline occur, the Company shall promptly inform the Customer and propose a revised timeline for approval.
   4. The Software Services will be available and maintained [INSERT THE DURATION OF MAINTENANCE SERVICE] Based on that financial credit will be computed.
   5. Maintenance services will be provided based on the following conditions:
      1. The Company shall provide the Maintenance Services to the customer during the Term.
      2. The Company shall provide the Maintenance Services with reasonable skill and care.
      3. In the event that any delays or changes in the project timeline occur, the Company shall promptly inform the Customer and propose a revised timeline for approval.
      4. The Company may suspend the provision of the Maintenance Services if any amount due to be paid by the customer to the Company under this Agreement is overdue, and the Company has given to the customer at least [INSERT THE NUMBER OF DAYS] written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
      5. The customer must provide to the Company, or procure for the Company, such access to the customer’s computer hardware, software, networks and systems as may be reasonably required by the Company to enable the Company to perform its obligations under this Agreement.
      6. Subject to any express restrictions elsewhere in this Agreement, the Company may subcontract any of its obligations under this Agreement.
      7. The Company shall remain responsible to the customer for the performance of any subcontractor’s obligations.
3. TERM OF THE AGREEMENT
   1. The present Agreement shall commence from the effective date mentioned hereof and shall continue to be in force for a period of [INSERT THE PERIOD OF THE AGREEMENT] unless terminated earlier in accordance with provision of the present Agreement. At the expiration of the stipulated term, the Agreement may get renewed at the option and consent of both the parties.
4. CALCULATION OF FINANCIAL CREDIT
   1. Following table will be used for calculating financial credit:
   2. [INSERT MONTHLY UPTIME PERCENTAGE] --[INSERT PERCENTAGE OF MONTHLY BILL CREDITED FOR EACH DROP BELOW SLA]
   3. [INSERT SCHEDULED DOWNTIME PERCENTAGE] -- [INSERT PERCENTAGE OF MONTHLY BILL CREDITED FOR EACH HOUR BEYOND SCHEDULED DOWNTIME]
   4. Percentage of monthly bill for the respective Service which does not meet SLA that will be credited to future monthly bills of Customer.
5. OBLIGATIONS OF SERVICE PROVIDER
   1. The Service Provider shall deliver the services in accordance with the terms set forth in this Agreement and in compliance with applicable laws and regulations.
   2. The Service Provider shall maintain and operate all necessary infrastructure, software, and security measures to ensure the continuity, stability, and integrity of the services provided.
   3. The Service Provider shall take all reasonable precautions to protect the confidentiality, integrity, and security of any data processed, stored, or transmitted in the provision of services.
   4. The Service Provider shall ensure that any planned downtime for maintenance is communicated in advance and performed in a manner that minimizes disruption to the Customer’s operations.
   5. The Service Provider shall provide technical support and remediation of service disruptions as per the defined response and resolution times.
   6. The Service Provider shall keep accurate records of service performance and provide reports to the Customer upon request.
   7. The Service Provider shall ensure compliance with all relevant industry standards and regulatory requirements applicable to the services rendered.
6. OBLIGATIONS OF CUSTOMER
   1. The Customer shall ensure that all required payments, as outlined in the Agreement, are made in a timely manner.
   2. The Customer shall provide the Service Provider with all necessary access, information, and cooperation required for the proper delivery of services.
   3. The Customer shall be responsible for maintaining the security and confidentiality of all access credentials and for implementing appropriate safeguards against unauthorized access to the services.
   4. The Customer shall report any service issues, security breaches, or technical problems promptly and with sufficient detail to facilitate timely resolution.
   5. The Customer shall not engage in any activity that may interfere with or disrupt the proper functioning of the services provided.
   6. The Customer shall designate a primary point of contact for communications, escalations, and service-related matters.
7. TIME IS OF ESSECNCE
   1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
   2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
   3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
8. PAYMENT
   1. The amount of payment to be made by the Customer to the Company shall depend upon the services purchased by the Customer .Customer will pay the Company a fixed fee for the Work according according to the financial credit calculated. A deposit of [INSERT UPFRONT PERCENTAGE PAYABLE TO COMMENCE THE WORK] of the total amount is required to commence the Work. All payments made to the Company under this Agreement must be in [INSERT FIAT CURRENCY].
   2. In case of late payments, the company reserves the right to charge interest on the overdue amount at a rate [INSERT PERCENTAGE PAYABLE AT LATE PAYMENT] % per month or the maximum rate permitted by law, whichever is lower, until the outstanding balance is settled.
   3. If the client fails to make the payment within [INSERT NUMBER OF DAYS FOR NOTICE] of the due date. The company may terminate the services with written notice. The Company shall not be liable for any damages, costs resulting from such termination.
9. WARRANTIES
   1. The Company shall perform its services and the roles and duties under the present agreement diligently. It shall observe the terms of the Agreement in good faith;
   2. The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.
   3. The customer warrants that it shall provide all reasonable assistance to the Company in order to facilitate the performance of services and release the payment accordingly. It shall provide accurate information that the Company requires for the performance of its services.
      1. The Customer agrees this Service Level Agreement and any applicable Service Levels do not apply to any performance or availability issues:
      2. Due to factors outside The Company’s reasonable control;
      3. That resulted from Customer’s or third-party hardware or software;
      4. That resulted from actions or inactions of Customer or third parties;
      5. Issues caused by Customer’s use of the Service after The Company advised Customer to modify its use of the Service, if Customer did not modify its use as advised, The Company is not responsible
      6. During scheduled downtime; or during beta and trial services (as determined by The Company).
10. CONFIDENTIALITY
    1. All information relating to the company that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Customer and will not be disclosed or used by Customer except to the extent that such disclosure or use is reasonably necessary to the performance of Customer’s duties and obligations under this Agreement.

Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that the Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this Agreement, shall mean any information or data which (a) if in tangible form or other media that can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential. A Disclosing Party’s Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of a Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (iii) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Customer shall not use any of the Intellectual Property Rights of the Company, such Intellectual Property shall include but will not be limited to valid trademarks, copyrights and other Proprietary Rights of which the Company is the owner. Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party’s Confidential Information, and not to use Disclosing Party’s Confidential Information for any purpose other than in Connection with the parties’; discussions regarding, and performance of, a transaction. Without limiting the generality of the foregoing, Receiving Party shall not disclose Confidential Information of Disclosing Party to any of Receiving Party’s employees or agents except those employees or agents who are required to have such Confidential Information in order to participate in the parties; discussions regarding, or performance of, a Transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party. Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including but not limited to advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. Receiving Party shall be fully responsible for any breach of this Agreement by its employees. Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party’s expense) with the Disclosing Party’s efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.

1. TERMINATION
   1. Both the parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of [INSERT NOTICE PERIOD FOR TERMINATION OF AGREEMENT] days. The Company shall have the right to terminate the present Agreement without giving any notice to Customer in case of: Material breach of the present agreement. The term “Material Breach” shall include but will not be limited to instances of breach of confidentiality clauses.
   2. Credits issued pursuant to this agreement apply to outstanding or future invoices only and are forfeited upon termination of this Agreement. The Company is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement.
2. LIMITATION OF LIABILITY
   1. To the maximum extent permitted by Law, in no event, shall The Company shall be liable to the other for any incidental, consequential, exemplary, special, remedial, punitive, cover or indirect damages of any kind or type arising whether from any breach of warranty, negligence, tort, statutory duty, repudiation of agreement or any other legal cause of action arising out of the provisions of this Agreement, unless the negligence or tort is directly attributable to the employees, agents or affiliates of other party and it leads to death, grievous injury or fraud to any party or third-party.
3. INDEMNIFICATION
   1. Customer shall indemnify the Company against any proceeding, action or claim in regard to the use of services or documentation provided that: the indemnifying is given prompt notice of any such claim; the other party provides reasonable co-operation to the indemnifying party in the defense and settlement of such claim, at the indemnifying party’s expense; and the indemnifying party is given sole authority to defend or settle the claim.
   2. The Customer shall indemnify the Company, its directors, officers, and employees against all losses, damages that the Company incurs because of the direct act or omission of the Customer.
   3. The Customer shall indemnify the other party to the Agreement with such amount as reasonable enough to compensate the losses that The Company incurs due to any act or omission of the Customer in regard to the services that it needs to perform.
4. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
5. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Company and Customer
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
6. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
7. NON- SOLICITATION
   1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
      1. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
      2. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
   2. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
8. DATA PROTECTION
   1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
   2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention.
   3. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
9. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
      1. If to the Service Provider : [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
      2. If to the customer : [INSERT EMAIL ID OR/AND ADDRESS OF THE EMPLOYEE]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
10. ASSIGNMENT
    1. The Customer shall have no right to a) assign this agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the services without the Company’s prior written consent. Any such purported assignment shall be void.
11. MODIFICATION
    1. Any modification or amendment in the present agreement shall be done only by the written consent of both the parties. The party seeking modification shall provide a written notice of at least [INSERT THE NUMBER OF DAYS] days detailing the points of modifications and the purported modification shall be valid only when both the parties consent to the same and provide a written notice of such consent. Any purported modification in any other manner shall be void.
12. SEVERABILITY
    1. If any clause or section of the present agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
13. ENTIRE AGREEMENT
    1. This Agreement along with all the attached Schedules constitutes the entire agreement between the parties with respect to the matters covered by it, and supersedes any prior understanding or agreements, oral or written, with respect thereto. The parties will not be bound by any understanding, agreement, promise, or representation, whether expressed or implied, which is not specified in this Agreement.
14. MISCELLANEOUS
    1. Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this agreement or of any clause.
    2. Each party shall cooperate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this agreement.
15. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
16. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF SERVICE PROVIDER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date:[INSERT SIGNING DATE OF SERVICE PROVIDER]

Signed, sealed and delivered on behalf of Customer

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]

EXHIBIT-A

[MENTION SPECIFICATIONS OF SOFTWARE SERVICES]