Service Level Agreement Example 1 Services 1 1 During the term of this agreement Acme shall at its option a provide a workaround for any programming error in the Software attributable to Acme t by sbaig1977

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									Service Level Agreement Example
1. Services
1.1 During the term of this agreement, Acme shall at its option: (a) provide a workaround for any programming error in the Software attributable to Acme that materially impairs use of the Software; or (b) replace the Software containing the error. Such correction or replacement shall be contingent on Customer first identifying and notifying Acme of the error in accordance with Acme’s then current reporting procedures. Any replacement software shall contain substantially the same functionality as the Software that it replaces. During the term of this agreement, Customer will be entitled to receive new releases, updates and new versions of the Software at no additional charge provided that all Customer accounts are current. The terms of this Agreement shall apply to any new releases and new versions of the Software Acme licenses to Customer. Customer agrees that additional Work Flows are not new releases or new versions of the Software. All software, including updates, delivered to Customer pursuant to this Agreement, including any related documentation, shall be subject to the terms of the existing Acme Software Agreement. Customer Support Services will consist of technical assistance provided by Acme Support Engineers to Customer’s designated support personnel via telephone, e-mail, and fax. Customer Support Services are provided during the standard principal period of support (6:00AM to 5:00PM PST), Monday through Friday, and shall exclude Acme holidays.

1.2

1.3

1.4

2.

Customer Responsibility
2.1

Customer shall provide Acme with copies of such programs, reports and data files as may be reasonably requested by Acme, and with sufficient support and test time on Customer's computer system, to enable Acme to duplicate any failure of the Software, which causes the Software not to function in accordance with the corresponding documentation for that release of the Software, to confirm the non-compliance with the product specification, and to correct the problem. In the event that Customer requests Acme's assistance in solving a problem that is not Acme’s responsibility under this Agreement, Acme shall consider providing technical support, but shall not be obligated to do so. If Acme agrees to provide such support, Customer shall be billed for services performed at Acme’s then-current professional services rate, plus all associated travel expenses.

2.2

2.3 Customer shall take reasonable steps to protect its own data from system failure, including regular creation of backup copies of data and creation of processes to insure continued business operation in case of system failure. In addition, customer is responsible for system administration: monitoring, preventative maintenance, upgrading of equipment and other items necessary to ensure system stability. 2.4 Acme shall not be responsible for installation, maintenance, support, use of hardware, configuration of networks, and any other software, services or equipment not furnished by Acme. Acme shall have no responsibility for support or performance of the Software

S A M P L E

on hardware or network configurations that are not in accordance with Acme’s recommended configurations. 2.5 For each location where the Software is in use, Customer shall designate a team of up to two support personnel, which Customer may change from time to time, as the qualified points of contact for Customer Support from Acme. Customer will provide Acme with the name, address, and telephone number of both designated support personnel for each location covered by this Agreement. Customer shall immediately notify Acme of any change in the name, address, or telephone number of either of the designated support personnel.

3.

Limitations
3.1

Acme shall have no responsibility under this Agreement for: (a) services connected with the setup, installation, configuration, relocation, or reconfiguration of Acme's Software if the work is performed by a party other than Acme employees or parties certified by Acme; (b) supplies, accessories, or media; (c) support of operating system or network software; (d) errors or defects caused by neglect, misuse, or accidental damage to the Software; (e) modifications, corrections, or workarounds performed by a person not authorized by Acme; (f) use of Acme's Software with computer hardware, networks, or printers not in accordance with Acme’s recommended configurations; (g) support of software developed by Customer, developed by Acme at Customer's request, or obtained from third parties; or (h) support of third party or other products not regularly provided or supported by Acme. In the event custom work, setup, installation, configuration, relocation, or reconfiguration is performed by Acme for Customer at Customer’s request, terms and fees will be negotiated for work performed. A separate Exhibit, Statement of Work, will outline the details of the work and fees for such work and the support thereafter. Each software release is supported by Acme for a minimum period of one year from its release date. Acme shall only be obligated to maintain or support the current and immediately prior release of any Software product. If Acme discontinues a product, Acme shall provide maintenance and support through the end of then current period for which Customer has paid for maintenance.

3.2

3.3

4.

Term

This Agreement shall commence immediately after installation of the Software or 30 days after shipment, whichever occurs first. Unless terminated pursuant to Section 10, it shall continue for a minimum initial term of 12 months, and shall automatically renew for additional terms of one year each.

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5.

Price and Payment
5.1 Customer shall pay to Acme the annual support fee designated for each Acme Software product licensed. Upon shipment of the software, Acme shall send Customer an invoice for payments owing, and Customer shall pay such amounts within 30 days after receipt of invoice. Interest shall accrue on past due payments at the rate of 1.5 percent per month.

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5.2

If during the term of this Agreement, Customer licenses additional Acme Software or adds a User to a previously licensed product, the support fees shall be increased for the additional concurrent software licenses added in an amount proportional to the rates for support in effect at the time of addition. Acme shall send Customer an invoice at the time such payment is due, and Customer shall pay the invoice pursuant to the terms set forth in Section 5.1. Acme shall prorate support fees charged pursuant to this Section to be coterminous with the number of days remaining in the then-current payment term for the original Software rights of use.

6.

Services and Expenses Not Covered

If Customer requests in writing that Acme provide services not covered by this Agreement, Acme shall consider providing such services. If Acme agrees to provide such services, Customer shall be billed for services performed, at Acme’s then-current professional services rate, plus all associated travel expenses.

7.

Adjustments to Fees

Acme shall have the right to change the fees charged under this Agreement by giving Customer no less than 30 days' written notice prior to conclusion of the then-current term.

8.

Services Warranty

ACME WARRANTS THAT THE MAINTENANCE SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE OF PROFESSIONAL QUALITY. THE CUSTOMER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY BY ACME WILL BE A REFUND OF SUPPORT FEES PAID BY CUSTOMER DURING THE THREE (3) MONTH PERIOD PRECEDING THE BREACH.

9.

Limitation of Liability

IN NO EVENT SHALL ACME BE LIABLE FOR ANY CLAIM THAT AROSE MORE THAN ONE YEAR PRIOR TO THE INSTITUTION OF SUIT THEREON OR FOR ANY LOSS OF DATA, LOSS OF USE, SUBSTITUTE GOODS, LOSS OF PROFIT, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER OR NOT ACME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ACME'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF THE MOST RECENT ANNUAL SUPPORT FEE PAID BY CUSTOMER AS OF THE DATE THE CLAIM AROSE.

10.

Termination

Acme may terminate this Agreement if Customer fails to pay any amounts owing under this Agreement when due and such failure continues for a period of 15 days after written notice from Acme. Acme may terminate this Agreement upon termination of the Acme Software Agreement or if Customer violates any of the terms of the Acme Software Agreement. In addition to Acme's right to terminate this Agreement as set forth above, either party may terminate this Agreement upon breach by the other party if the breaching party has failed to cure the breach within 30 days after written notice specifying the breach. Termination of this Agreement does not relieve Customer of any obligation to pay amounts owed prior to termination. Upon termination for any reason other than breach by Acme, Customer shall immediately pay all amounts owing to Acme and Acme's obligations under this Agreement shall terminate.

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11.

General

This Agreement is subject to the terms of the Acme Software Agreement. All terms in the Acme Software Agreement that do not conflict with the terms of this Agreement are hereby incorporated into this Agreement.

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