IT Service Level Agreement: Definition & Sample

An IT service level agreement (SLA) is a written contract between a business and its IT provider that sets expectations around the level of service the customer can expect. This can include terms dealing with uptime, customer service response time, scheduled maintenance, and more.

An IT service legal agreement also spells out what can happen if there's an issue with your IT system. These legal documents are critical to establishing a successful relationship and engagement with your IT service provider.

Common Sections in IT Service Level Agreements

Below is a list of common sections included in IT Service Level Agreements. These sections are linked to the below sample agreement for you to explore.

IT Service Level Agreement Sample

Client Service Level Agreement

Section 1: Definitions

This service level agreement (the “ Client SLA ”) shall be used to describe Client’s responsibilities with respect to service availability and resolving incidents. Any capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

For purposes of this Client SLA, the following definitions shall be used:

“ Business Hours ” means 9:00:00AM UTC-3 to 17:00:00PM UTC-3 from Monday through Friday, without exception (including local, national, or international holidays).

“ VV Initial Response ” means a verbal, written, or electronic response to an Initial Notice, in each case non-automatic, from Client to Airfox regarding a reported or discovered Error that details its Severity Level and provides a general approach for next steps.

“ VV Final Resolution ” means a permanent fix to the Error to bring VV Services functionality back into a resolve state.

“ VV Services ” means the Client System, including the CDC and any other Client service that connects to or integrates with the VV API or the Airfox Mobile Wallet.

“ VV Temporary Resolution ” means a temporary fix or patch to the Error to bring VV Services functionality back to a resolved state until a Final Resolution is available.

Section 2: Service Availability

Client will provide Airfox with access to the VV Services seven (7) days per week, twenty-four

hours per day, excluding VV Scheduled Downtime.

Section 3: Scheduled Downtime

Client shall perform periodic maintenance on the VV Services for purposes of system upgrades, maintenance, and backup procedures. When commercially reasonable, Client will perform such maintenance without disrupting access to the VV Services. Where access needs to be disrupted (“ VV Scheduled Downtime ”), Client shall: (i) where possible, perform such maintenance during low usage periods; (ii) where possible, provide reasonable advance notice to Airfox of the VV Scheduled Downtime; (iii) use commercially reasonable efforts to limit the amount of VV Scheduled Downtime. VV Scheduled Downtime shall not exceed four (4) hours per month.

Section 4: Client IT Support

Client will use commercially treasonable efforts to provide Airfox with:

all necessary resources to support the VV Services with respect to the VV API; and

e-mail support to assist in identifying and resolving errors with respect to the VV API.

Section 5: Incident Management

Airfox and Client acknowledge and agree that there may be defects in the VV Services or defects in features within the Airfox Mobile Wallet that directly impact the performance of the VV API and prevent it from performing as accepted (“each a VV Error ”). Errors may include operation and functionality defects, security defects, viruses and bugs. When Client initially detects, or when Airfox initially reports to Client, an Error, (“ VV Initial Notice ”) Client will promptly classify the Error in accordance with the severity levels set forth in Table A1 below (each a “ Severity Level ”). Client may modify the classification after the Initial Response if appropriate.

– Severity Level Guidelines

VV Severity Level

A critical problem in which the VV Services (i) are down, inoperable, inaccessible, or unavailable, (ii) otherwise materially cease operation, or

(iii) perform or fail to perform so as to prevent useful work from being done.

A problem in which the VV Services and the hosting environment (i) are severely limited or major functions are performing improperly, and the situation is significantly impacting certain portions of Users’ operations or productivity, or (ii) have been interrupted but recovered, and there is high risk of recurrence.

A minor or cosmetic problem with the VV Services that (i) is an irritant, affects non-essential functions, or has minimal operations impact, (ii) is localized or has isolated impact, (iii) is a nuisance, (iv) results in visual errors, or (v) is otherwise not Severity 1 or Severity 2, but represents a failure of VV Services to conform to specifications.

If Initial Notice occurs during Business Hours , Client will provide Airfox with VV Initial Responses, Temporary Resolutions, and Final Resolutions within the timeframes provided in Table B1 below.

Table B1 – Incident Response for Initial Notices within Business Hours

VV Severity Level

VV Initial Response

VV Temporary Resolution

VV Final Resolution

If Initial Notice occurs outside of Business Hours , Client will provide Airfox with Initial Responses, Temporary Resolutions, and Final Resolutions within the timeframes provided in Table B2 below.

Table B2 – Incident Response for Initial Notices outside of Business Hours

VV Severity Level

VV Initial Response

VV Temporary Resolution

VV Final Resolution

Reference:
Security Exchange Commission - Edgar Database, EX-10.4 11 airfox_ex10z4.htm CLIENT SERVICE LEVEL AGREEMENT, Viewed September 23, 2021, View Source on SEC.

Who Helps With IT Service Level Agreements?

Lawyers with backgrounds working on it service level agreements work with clients to help. Do you need help with an it service level agreement?

Post a project in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate it service level agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our IT Service Level Agreement Lawyers

Mark L.

Mark L.

I worked in the Intellectual Property Group at Fidelity Investments for almost 25 years, including managing the group from 2017-2021. I managed and developed the same high-performing group of three legal professionals from 2007-2021. Early in my career at Fidelity, I focused primarily on trademark matters, including trademark searching and clearance, as well as enforcement of trademark rights. In fact, I created Fidelity's trademark and brand protection programs and advanced them over more than two decades, eventually bringing the domestic trademark portfolio in-house and realizing savings of well over $2 million in outside counsel expenses for searching, prosecution and maintenance of US registrations from 2008-2021. Fidelity put me through law school, and I continued working full time while attending law school at night over four years. Upon graduation and passing the bar in 2006, I was promoted to an attorney position effective 1/1/2007. My practice broadened, and I began working on more transactional matters. I became a key transactional attorney for major technology groups and businesses within Fidelity, and negotiated numerous mission critical tech deals, transforming Fidelity's business. I provided transactional and IP support for Fidelity's software development and services affiliate in Ireland, and worked extensively with many of Fidelity's other foreign affiliates. Fidelity's General Counsel handpicked me to provide transactional and IP support to a new business initiative in 2017. That initiative became fintech startup Akoya, LLC, a paradigm-shifting business that enables secure, customer-controlled sharing of personal financial information between financial institutions and service providers. I developed template agreements between Akoya and data providers (financial institutions) and also between Akoya and data recipients (e.g. tax preparation services and financial advisors). Akoya had matured enough to be spun out by Fidelity in early 2020 to a consortium of financial services companies. In 2021, Fidelity offered a voluntary buyout to long-tenured associates, and following the pandemic, coupled with the financial and health benefits included in the package, it was an offer I could not refuse. Days later, my elderly father-in-law broke his hip, and my wife and I became his primary caregivers. It's been a blessing that I was able to contribute to his care and alleviate some of the burden on my wife. He is now in a long-term care facility, and I am eager to return to work as in-house counsel, whether on a contract basis, part time or full time. I did work briefly as a sole practitioner in 2021 and 2022, primarily helping friends, family and pro bono clients with NDAs, business formation issues, consulting agreements and license agreements. From August 2022 - July 2023, I was on the staff of Flex by Fenwick, an in-house counsel on demand business that is a subsidiary of the IP firm Fenwick & West, but did not get any engagements. My wife and I have volunteered for over a year with a dog rescue, Last Hope K9 Rescue, and have fostered several dogs, and adopted two of them!