Schedule [N]: Service Level Agreement to the [Agreement name]

Structural format for a service level schedule attached to a master services, SaaS or outsourcing contract: definitions, service description, service levels, measurement, reporting, service credits, exclusions, escalation and review. Based on common commercial drafting practice. Format, not legal advice. It makes no claim that any clause, credit or remedy is enforceable. Have a qualified lawyer in [jurisdiction] review it. For an internal, operational SLA document with SLIs, SLOs and error budgets, use the operations Service Level Agreement template instead.

1. Definitions and interpretation

1.1 Capitalised terms not defined in this Schedule have the meaning given in the [Agreement]. In case of conflict, [the Agreement / this Schedule] prevails for service level matters.

2. Service description

2.1 This Schedule applies to the following Services:

2.2 Support is provided in [language(s)] by [the Provider's service desk]. The Customer shall report Incidents through [the support portal] and provide the information reasonably requested.

2.3 Planned Maintenance: the Provider shall give at least [five (5) Business Days'] notice and perform it within [Saturday 22:00 to Sunday 04:00 (time zone)], limited to [eight (8)] hours per Measurement Period. Emergency maintenance shall be notified as early as practicable.

3. Service levels

3.1 Service level table

3.2 Incident priorities

The Provider assigns the initial Priority [acting reasonably and in consultation with the Customer]; either party may request a change in Priority with reasons.

4. Measurement

4.1 Availability for each Measurement Period is calculated as:

Example: In a 30-day month (43,200 minutes) with 240 minutes of Planned Maintenance and 50 minutes of Downtime, availability is $(43{,}200 - 240 - 50) / (43{,}200 - 240) \times 100 = 99.88\%$.

4.2 Availability is measured by [the Provider's external monitoring, which checks (endpoint) from at least (three) locations every (one) minute]. A minute counts as Downtime when [a majority of locations fail the check].

4.3 Response and Resolution times are measured from the time stamp in the [support portal] [during covered hours only, for service levels measured in Business Hours]. The clock pauses while [the Provider is waiting for information requested from the Customer].

4.4 Results are rounded to [two] decimal places. Times are in [time zone].

4.5 If the Customer disputes a measurement, it shall notify the Provider within [thirty (30) days] of the report, and the parties shall review the underlying data in good faith.

5. Reporting

5.1 The Provider shall deliver a service level report within [ten (10) Business Days] after the end of each Measurement Period, containing:

• (a) performance against each service level in section 3.1;
• (b) a list of Incidents by Priority with Response and Resolution times;
• (c) Planned Maintenance and Excluded Events claimed;
• (d) any Service Credits due and how they were calculated; and
• (e) root cause summaries for P1 Incidents and corrective actions.

5.2 The Provider shall provide a real-time status page at [URL] [and notify the Customer's contacts of P1 Incidents within (15) minutes].

6. Service credits

6.1 If the Provider fails a service level marked "Credit applies", the Customer is entitled to a Service Credit calculated as a percentage of the Monthly Fee for the affected Service:

6.2 Total Service Credits in any Measurement Period are capped at [thirty percent (30%)] of the Monthly Fee for the affected Service.

6.3 Service Credits are [applied automatically to the next invoice] [available on written request within (30) days of the report] and are not payable in cash [except on termination].

6.4 [Service Credits are the Customer's sole and exclusive financial remedy for failure to meet service levels, without prejudice to the Customer's rights under clause (termination) of the Agreement.] [Drafting note: confirm with counsel.]

6.5 Chronic failure. If the Provider fails SL-01 in [three (3) consecutive Measurement Periods] or [four (4) in any twelve (12)], the Customer may [terminate the affected Service on written notice] [in accordance with clause (N) of the Agreement].

7. Exclusions

7.1 Service levels do not apply to failures caused by any of the following (each an Excluded Event):

• (a) Planned Maintenance notified under section 2.3;
• (b) acts or omissions of the Customer or its users, including use contrary to the Agreement or documentation;
• (c) Customer equipment, networks, software or third-party services not provided by the Provider;
• (d) suspension of the Services in accordance with the Agreement;
• (e) force majeure events as defined in the Agreement;
• (f) beta, trial or non-production environments; and
• (g) [other agreed exclusions, for example internet outages outside the Provider's network].

8. Escalation

8.1 Incidents and service level failures are escalated as follows:

8.2 Disputes not resolved through escalation are handled under the dispute resolution clause of the Agreement.

9. Review

9.1 The parties shall meet [quarterly] to review service performance, reports, Incidents, improvement actions and the continuing suitability of the service levels.

9.2 The parties shall review this Schedule in full at least [annually]. Changes to service levels, credits or exclusions take effect only through a written amendment signed in accordance with the Agreement.

9.3 Contact details for section 8 are maintained in [Annex A] and may be updated by written notice without formal amendment.

Standard and licence note

Based on common commercial drafting practice for service level schedules to services contracts. Format, not legal advice: this template does not create a lawyer-client relationship and makes no claim that any clause, credit or remedy is valid or enforceable in any jurisdiction. Original text written for this collection; figures are illustrative. Template licence: MIT.