Service Level Agreement

A simple agreement that defines a SaaS customer’s expected level of service from the product. Designed to be used with the Common Paper CSA.

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Industry-standard terms

Written by a committee of experienced attorneys to make negotiations simple and streamlined.

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Easy to negotiate

Key SLA metrics are defined with the rest of your CSA details: on a single, easy to adjust Cover Page.

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Free and open source

You shouldn’t need to start a new agreement from square one. Our agreements are available for anyone to use and modify.

Using this agreement

The Common Paper SLA is a modular add-on to the Common Paper CSA. The SLA includes a set of Standard Terms that are hosted online and incorporated by reference. The SLA is easy to add to a Common Paper CSA:

Customize your SLA metrics in the CSA Cover Page

Use the CSA Cover Page to describe the terms of the products and services being sold, including the terms of your SLA.

Send for signature

Once both parties have agreed on the terms, send the Cover Page for signature using your preferred method.

Getting started with Common Paper

How was this agreement created?

The Common Paper SLA was created by a committee of dozens of attorneys representing technology vendors, procurement teams, boutique firms, and Big Law.

I see this agreement is hosted online. Does that mean it will change?

Version 2 of the SLA will remain unchanged and hosted at commonpaper.com/standards/service-level-agreement/2.0. Over time, we may create new versions to accommodate changes to the law and additional use cases. We expect future changes to occur infrequently, and they will be posted as a new version. However, any new versions will not change agreements that incorporate prior versions.

How do I use this agreement?

The Common Paper SLA is designed to be used with our CSA, an easy agreement for selling and buying cloud software and SaaS products. To execute a CSA, first download a copy of the Cover Page (offered below with the SLA component included) in your preferred format. Then fill out the business terms of your agreement, like subscription period and your SLA terms, and the legal terms like the governing law of your contract. Finally, sign your Cover Page with your counterparty via the signing process of your choice. The Cover Page incorporates the CSA Standard Terms and SLA Standard Terms by reference, completing the executed agreement.

Do I have to incorporate the Standard Terms by reference?

You can also download the full version of the agreement here and include the Standard Terms in the agreement itself.

Can I leave something out of the Cover Page?

Yes, some concepts in the CSA Cover Page are optional, like whether your agreement includes a DPA. When you download the Cover Page, you’ll see notes explaining which fields are optional. If you omit a definition from the Cover Page, the meaning will default to “none” or “not applicable” when the capitalized word is used in the Standard Terms.

Can I customize the Cover Page?

Yes, you can feel free to change the Cover Page any way you like. Many companies decide to add their company branding or logo and edit some of the text. The only thing you are required to keep is the license information and link to the Standard Terms.

Can I customize the Standard Terms?

All modifications to the Standard Terms should be made by addendum on the Cover Page. Incorporating the Standard Terms by reference from the Common Paper website gives both sides assurance that all key details and modifications are explicitly called out in the Cover Page.

What license is this agreement released under?

Common Paper agreements are free to use and modify under CC BY 4.0.

Available formats

This agreement is free to use or modify under CC BY 4.0. The agreement is available in the following formats.

Standard Terms

 Full text:
Standard SLA posted at commonpaper.com/standards/service-level-agreement/2.0

Cover Page

Cover Page &
Standard Terms

Optional info sheet

Current version: 2.0  See full version history ->

COVER PAGE
SLA

Service Level Agreement

This Order Form incorporates the Service Level Agreement Standard Terms available at https://commonpaper.com/standards/service-level-agreement/2.0/ with the below Variables. A copy of the SLA Standard Terms is attached for convenience only.

[     ] Target Uptime: [ _##_ ]%

The Uptime Credit will be calculated as outlined in the table below:

Actual Uptime Percentage

Percentage of monthly Cloud Service Fee

[ # ]% to Target Uptime

[ # ]%

[ # ]% to [ # ]%

[ # ]%

[ # ]% to [ # ]%

[ # ]%

under [ # ]%

[ # ]%

Scheduled Downtime means time periods where the Cloud Service is not available to Customer:

(    ) because Provider is performing routine or scheduled maintenance during the following time windows:

[ start time ] to [ end time ] [ time zone ] during [ days of the week ]

(    ) following written notice (including by email, on the Cloud Service, or on Provider’s website) given at least [ fill in number ] [ hours | days ] before the period of unavailability.

[     ] Target Response Time: [ fill in number ] [ minutes | hours | days ]

The Response Time Credit will be [__]% of the monthly Cloud Service Fee for each time Provider fails to meet the Target Response Time.

Support Channel: [ fill in how customers request support or file an incident ticket ]

STANDARD TERMS

Service Level Agreement

  1. Uptime
    1. Target Uptime. If there is a Target Uptime, Provider will use commercially reasonable efforts to make the Cloud Service available for at least the Target Uptime as calculated each calendar month.
    2. Calculating Uptime. Provider and Customer agree to calculate availability of the Cloud Service as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Subscription Period includes a partial month, the numerator and denominator will only include the days that are part of the Subscription Period for that month.
  2. Response Time
    1. Target Response Time. If there is a Target Response Time, Provider will use commercially reasonable efforts to respond to support requests sent to the Support Channel within the Target Response Time.
    2. Calculating Response Time. Provider and Customer agree to calculate Provider’s response time as the total time between when Customer submits a support request to the Support Channel and when Provider or Provider’s support representative specifically acknowledges the request. An automated response is not a specific acknowledgement for purposes of this SLA.
  3. Remedies
    1. Service Credit. If there is a Target Uptime and Cloud Service availability falls below the Target Uptime, Customer is eligible to receive an Uptime Credit. If there is a Target Response Time and neither Provider nor Provider’s support representative acknowledge a support request submitted to the Support Channel within the Target Response Time, Customer is eligible to receive a Response Time Credit. Service Credits only apply towards future Cloud Service Fees owed by Customer to Provider.
    2. Requesting A Service Credit. To receive a Service Credit, Customer must notify Provider within 7 days of the end of the month in which Customer believes the Service Credit was earned, otherwise Service Credit eligibility will expire for that month.
      1. For Uptime Credit, Customer must include information about when it was unable to access the Cloud Service. Customer may be required to provide additional details about its attempts to access the Cloud Service. If Provider can verify Cloud Service unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Provider will calculate and issue the applicable Uptime Credit on Customer’s account to apply towards a future invoice.
      2. For Response Time Credit, Customer must include information about when and how Customer contacted Provider. Customer may be required to provide additional details about the related incident and its attempts to receive support. If Provider can verify neither Provider nor Provider’s support representative responded to Customer’s support request within the Target Response Time, Provider will calculate and issue the applicable Response Time Credit on Customer’s account to apply towards a future invoice.
    3. Service Credit Limitations. Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Subscription Period in an amount more than 8% of Cloud Service Fees for that Subscription Period. Service Credits expire when the applicable Order Form ends.
    4. Termination. If the Cloud Service does not meet the Target Uptime for two (2) out of any three (3) consecutive months and Customer notified Provider of the failures within 7 days of the end of each impacted month, Customer may immediately terminate the affected Order Form by giving written notice to Provider. If Customer terminates an Order Form under this section, Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.
    5. Exclusive Remedy. This SLA describes Customer’s exclusive remedy and Provider’s entire liability for any failure of the Cloud Service to meet the Target Uptime and for any inability to meet the Target Response Time.
  4. Definitions
    1. “Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.
    2. “Downtime Minutes” means the total number of minutes in a calendar month when the Cloud Service is not available to Customer, as confirmed by Provider’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime.
    3. “Excluded Minutes” means when the Cloud Service is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Provider and that is not within Provider’s reasonable control; or (d) Customer’s use of the Cloud Service in a manner not authorized by the Agreement.
    4. “Service Credit” means the accrued Uptime Credit plus the accrued Response Time Credit.
    5. “SLA” means these SLA Standard Terms as incorporated into the applicable Order Form.
    6. “SLA Standard Terms” means these Common Paper Service Level Agreement Standard Terms Version 2.0, which are posted at https://commonpaper.com/standards/service-level-agreement/2.0/.

Common Paper Service Level Agreement (Version 2.0) free to use under CC BY 4.0.

The SLA, annotated

Cover Page

Although this annotated version displays a separate Cover Page, SLA details will appear as a variable on a CSA Cover Page rather than as a standalone document.

Learn about Cover Pages and how standard agreements work in our anatomy of a contract blog post.

Service Level Agreement (“SLA”)

SLA v2 is designed to work with the Common Paper CSA v2. To use the SLA, you’ll use the version of the CSA that includes an SLA, which you can access on the SLA page or the CSA page. The SLA details will appear as a variable on the CSA Cover Page.

Incorporates the Service Level Agreement Standard Terms available at…

SLA v2 incorporates the SLA Standard Terms by reference, with a link to commonpaper.com/standards/service-level-agreement/2.0. Incorporating the Service Level Agreement Standard Terms by reference ensures there are no hidden changes in them.

Each version of the SLA Standard Terms will remain unchanged and posted our website, and updates will get posted as new versions.

A copy of the SLA Standard Terms

This allows including a copy of the text of the Standard Terms for convenience. You can find a version without the standard terms attached on the SLA page.

[ ]

Square brackets with blank space indicate choices that are optional. You can pick none, one, or more than one. Indicate selections by checking the box for those you wish to include and/or deleting the unused options.

The SLA can be measured as an uptime percentage (i.e., the amount of time per month the product is available and functional), response time (i.e., the length of time that lapses between a support request and a response, but not necessarily solution, to the request), or both.

Select this box to establish an SLA with an uptime commitment.

[ _##_ ]

Square brackets with text indicate a field you can fill in or customize before sending the agreement.

For this one, set the Target Uptime, which is generally expressed as a percentage. For example, a very strong uptime that is more favorable to the customer would be 99.999% while a more lenient uptime that is more favorable to the vendor would be 98%.

The formula to calculate uptime is in the SLA Standard Terms at Section 1.2.

Uptime Credit Table

The table can be customized, including adding or deleting rows. In general, a monthly service credit may accrue if the product fails to meet the Target Uptime percentage. The amount of service credit will depend on the amount of uptime and calculated according to this table.

Percentage of monthly Cloud Service Fee

For SLAs with a Target Uptime, the Service Credit is calculated on a monthly basis as determined by the actual uptime for that month.

The Service Credit is a percentage of the monthly fee. If fees are paid annually, that amount would be divided into 12 equal parts to determine a monthly amount, and then the Service Credit calculated based on that monthly amount.

Scheduled Downtime

Scheduled Downtime does not count against the Target Uptime commitment and therefore does not result in any service credits.

To qualify as Scheduled Downtime, downtime must either (1) occur during a set time window but does not require prior notice, or (2) occurs at any point during the day but only after providing sufficient prior notice.

Although some vendors are concerned about having to preschedule downtime or provide sufficient prior notice of downtime, requiring one or the other is a balanced approach to providing an SLA in a manner that protects the customer without overly penalizing the vendor. If the requirements for Scheduled Downtime were too stringent—such as only during a set time window and with significant prior notice—the vendor would hardly be able to perform maintenance without worrying about triggering service credits. On the other hand, if the requirements for Scheduled Downtime were too lenient—such as being able to be at any time with 5 minutes notice or determined in the vendor’s sole discretion—then the SLA would have little to no meaning and value to the customer.

( )

Select this option if Scheduled Downtime must occur within a set time period (sometimes called a maintenance window), but does not necessarily require prior notice.

Start to End time during days of the week

Specify the starting and ending times of the maintenance window, along with the time zone to avoid confusion. Also include if the maintenance window is every day or only on certain days of the week.

( )

Select this option if Scheduled Downtime may only occur following sufficient prior notice.

[ fill in number ] [ hours | days ]

Specify the amount of prior notice you must provide to customers in order for maintenance to qualify as Scheduled Downtime.

[ ]

Select this box to establish an SLA with a support response time commitment.

[ fill in number ] [ minutes | hours | days ]

Set the Target Response Time, which is expressed as a measurement of time. For example, a very strong response time that is more favorable to the customer would be 30 minutes, while a more lenient response time that is more favorable to the vendor would be 2 days.

Response time is calculated in Section 2.2 of the SLA Standard Terms.

[__]% of the monthly Cloud Service Fee

For SLAs with a Target Response Time, the Service Credit is calculated on a monthly basis based on how many times the vendor did not meet the Target Response Time in that month.

The Service Credit is a percentage of the monthly fee. If fees are paid annually, that amount would be divided into 12 equal parts to determine a monthly amount, and then the Service Credit calculated based on that monthly amount.

[ fill in how customers request support or file an incident ticket ]

In order to qualify for the Target Response Time, the customer must submit the support request through the Support Channel. Use this area to specify how customers should initiate a support request.

Some examples include:
– send an email to support@companyname.com
– visit www.companyname.com/helpdesk and submit a ticket
– send a message in company’s customer support slack channel

Service Level Agreement

From the Benchmark: SLAs are included in 39% of CSAs.

Calculating Uptime

This section contains the formula for calculating uptime. Let’s use the month of January as an example. Assume for that month, the product was not available for 120 minutes, which was made up of 65 Excluded Minutes caused by general Internet connectivity issues, 25 minutes of Scheduled Downtime, and 30 minutes of other downtime. January has 31 days, which equals 44,640 minutes.

Available Minutes = total minutes in the month – Excluded Minutes – Scheduled Downtime = 44,640 – 65 – 25 = 44,550
Downtime Minutes = total unavailable minutes – Excluded Minutes – Scheduled Downtime = 120 – 65 – 25 = 30

The uptime percentage for the month = (Available Minutes (44,550) – Downtime Minutes (30)) / (Available Minutes (44,550) = 44,520 / 44,550 = 99.9%

Total time between when Customer submits a support request to the Support Channel and when Provider …

Response time is measured as the time elapsed between submission of a request to the proper method and when the request is acknowledged. Note: this does not necessarily mean the issue must be resolved within the Target Response Time.

Service Credits only apply towards future Cloud Service Fees owed by Customer to Provider

This SLA includes the ability to earn service credits. However, service credits only apply towards future invoices. Although some vendors do not want to have to issue service credits, many customers expect them as a mechanism to enforce an SLA. This approach creates a balancing of incentives in the SLA so that it is enforceable but not overly punitive.

Requesting a service credit

Service credits do not automatically accrue. Instead, the customer has an affirmative obligation to request a service credit.

Service Credits will not accumulate within a single Subscription Period…

This places an overall maximum for accrued service credits at 8% of the fees charged within a single Subscription Period. So, for a product with an annual fee of $25,000 the total maximum amount of service credits that could be accrued within a year is $2,000.

Termination

In the event of serious issues that occur in 2 out of 3 consecutive months, the customer has a right to terminate the agreement, so long as the customer has notified the vendor of the issue within 7 days of the end of each month. The idea is that if the customer is notifying the vendor of the issues in a timely manner, the issues can be rectified so that the termination right is not triggered. On the other hand, if issues persist, the customer has the ability to terminate and find an alternative provider.

Exclusive Remedy

It is very common for SLAs to provide the exclusive remedy for issues subject to the SLA. This means that a customer cannot have this SLA and opt to sue the vendor for breach of contract if the product does not meet the Target Uptime or if the vendor does not satisfy the Target Response Time.