1.Definitions
1.1Business Day means any day other than a Saturday, Sunday, or federal U.S. holiday.
1.2Incident Levels:
- Critical Incident: Complete loss of service or security breach exposing sensitive data.
- High Incident: Significant degradation of service impacting productivity without complete outage.
- Medium Incident: Minor degradation or non-critical issues with limited impact.
- All other Incidents: Routine service requests or informational issues.
1.3Response Time means the elapsed time between Client’s request and Provider’s first substantive acknowledgment.
1.4Resolution Time means the elapsed time between Client’s request and full restoration or agreed workaround.
1.5Service Credit means the credit applied to Client’s invoice for missed SLA targets as defined in Section 6.
1.6Service Hours mean 8:00 AM to 5:00 PM Central Time, Monday–Friday, excluding non-Business Days.
2.Services Provided
Provider shall deliver managed IT services as described in Exhibit A, including but not limited to:
- Network monitoring and support
- Patch management
- Backup and recovery
- Help desk support
3.Service Levels
3.1Response Times
- Critical Incidents: within 1 hour
- High Incidents: within 2 hours
- Medium Incidents: within 4 hours
- All other Incidents: within 8 hours
3.2 Resolution Times
- Critical Incidents: within 8 hours or agreed workaround
- High Incidents: within 12 hours or agreed workaround
- Medium Incidents: within 24 hours or agreed workaround
- All other Incidents: within 40 hours or agreed workaround
Clarification: All incidents are measured against Service Hours (8:00 AM – 5:00 PM CT, Mon–Fri, excluding U.S. holidays).
4.Monitoring and Reporting
Provider will monitor systems 24×7 and provide a monthly report detailing:
- Tickets opened and closed
- SLA performance metrics
- Patch compliance status
5.Exclusions
This SLA does not apply to:
- Downtime due to scheduled maintenance with 48-hour notice
- Issues caused by Client-supplied hardware or software
- Force majeure events (see Section 9.4)
6.Service Credits / Penalties
6.1If Provider fails to meet a Response or Resolution Time, Client may apply a Service Credit equal to 5% of the monthly fee for each full hour of delay, capped at 50% of that service’s or device’s monthly fee.
6.2To claim a Service Credit, Client must notify Provider in writing within 10 Business Days of the incident.
6.3Service Credits are Client’s sole and exclusive remedy for missed SLA targets.
7.Termination and Suspension
7.1Termination for Convenience. Either party may terminate with 14 days’ prior written notice.
7.2Termination for Cause. Either party may terminate immediately if the other materially breaches this SLA and fails to cure within 14 Business Days of written notice.
7.3Suspension. Provider may suspend services without liability if Client (a) fails to pay undisputed invoices within 10 Business Days of due date, or (b) creates an unsafe operating environment.
8.Liability and Indemnification
8.1Limitation of Liability. Provider’s aggregate liability under this SLA is capped at the total fees paid by Client during the prior 3 months. In no event will Provider be liable for indirect, incidental, or consequential damages.
8.2Mutual Indemnification. Each party shall indemnify and hold harmless the other against third-party claims arising from its negligence or willful misconduct, subject to the limitations in Section 8.1.
9.Miscellaneous
9.1Governing Law. This SLA is governed by the laws of the State of Missouri.
9.2Amendment. This SLA may be amended only by a written document signed by both parties.
9.3Notices. All notices must be in writing and delivered via email or certified mail to the addresses in the Master Services Agreement.
9.4Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.
10.Signatures
Provider: ________________________ Date: ____________
Client: __________________________ Date: ____________