Prepackaged Software Service Level Agreement

PRE-PACKAGED SOFTWARE SERVICE LEVEL AGREEMENT (SLA)

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer").

In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:

Scope of Support Services

Company shall, during the Term (as defined below) provide to Customer the following development, support and help-desk consulting services described below (the "Services" or "Work Product"), at such times as Customer may reasonably request.

Company will develop a process for support services for the Customer for the following software (the "Software") products:

Insert Commercial or Pre-packaged Software Product names here. Support shall consist of the diagnosis and troubleshooting of technical problems or performance issues surrounding the Software and a resolution of issues within the Software. Issues involving a process, data, or other third-party requirement not involving a technical issue may require escalation to the Software manufacturer, alternate solutions, or a change in requirements not able to be rectified within the Software products.

Company provides email and phone support on a daily basis. Daily is defined as 9:00 A.M. through 5:00 P.M. Pacific Standard Time (PST), excluding holidays and weekends. Company also provides a ticket-based support system available online seven (7) days a week, twenty-four (24) hours a day. Company uses best efforts to correct all reported and reproducible errors within the Software.

To aid Customer's expectations, Company uses the following severity classification levels to categorize all reported problems and issues.

Severity Classification: High

The reported problem is of a nature that prevents Customer from being able to use the Software; or critical features are unavailable, causing a critical interruption of business. Company will commence work on resolving the issue within one (1) hour of notification and will engage Company staff during business hours until an acceptable resolution is obtained.

Severity Classification: Medium

The reported problem involves features of the Software not working correctly and no alternate solution exists. Company will commence work on resolving the issue within three (3) hours of notification and will engage Company staff during business hours until an acceptable resolution is obtained.

Severity Classification: Low

The reported problem involves minor business impact, which includes problems with non-essential or non-critical features, individual access to a system or a device or other compatibility issues not under the direct control of Company. Company will commence work on resolving the issue within one (1) business day of notification and will engage Company staff during business hours until an acceptable resolution is obtained.

Severity Classification: Maintenance

The reported problem involves maintenance or minor business impact in which an update or patch is to be applied. Maintenance work, while often quick to complete, may require scheduling or consultation with Company or Customer staff in order to bring about the desired maintenance. Company will commence work on resolving the issue within three (3) business days of notification and will engage Company staff during business hours until the maintenance is completed or an acceptable resolution is obtained. These classifications are not intended as a consulting agreement for customer services or services to be rendered to Customer's clients.

Company reserves the right to send Company staff to Customer's location(s) in order to correct problems and will coordinate with Customer on access and scheduling.

Scope of Development and Development Support Services

Note: All custom development or integration is subject to a separate specification of work unilaterally agreed upon in writing by Company and Customer. Custom development shall not be treated as support or adhere to any schedule not outlined in the Scope of Support Services or Specifications. The Company severity classification does not apply to custom development services.

Development Services include, but are not limited to:

Installation of patches, fixes, and updates to listed software packages. Custom features and add-ons desired by Customer. Web site or Mail Server integration features. ETL or other Data processing services.

Synchronization services for devices or workstations. Evaluation and recommendations regarding application and network security, protections, or any other concerns Company may have in order to safeguard Customer's Software or other related systems. Provide consultation and installation Services for any new projects or tasks that Customer requests of Company. Provide disaster recovery from backups and maintain a current file library of all software, source code, licenses, records, or purchases Company made for Customer; and maintain a history log or other record for Customer concerning all installations, upgrades, patches, or other Services performed for Customer.

Offer general advice and guidance to Customer's employees or end-users, and make recommendations to Customer concerning Customer's systems and software. Liaise with vendors, hardware engineers and customer support, or other Services or entities related to the maintenance and upkeep of Customer's systems and software.

Limitation of Services

Company shall not be responsible for the following:

Liaising with billing and/or accounting on matters related to payment for software, licenses, services, or other items unless directly provided by or acquired for Customer by Company. 24-7 monitoring of web site or web server status, unless otherwise specified and agreed upon in the specifications. Fixing errors and omissions contained in any third-party resource outside of the direct control of Company, unless otherwise agreed upon in the Specifications.

Specifications

Company agrees to perform the Services pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").

Term of Service

This Agreement shall commence on Start Date and shall continue in full force and effect until terminated by either party upon at least ninety (90) days prior written notice. Absent a termination notice, no event (except breach) may terminate this Agreement prior to End Date. Upon termination of this Agreement, Company shall transfer and make available to Customer all property and materials in Company's possession or subject to Company's control that are the rightful property of Customer.

Company shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property, contracts, agreements, supplies, and other third-party interests, including those not then utilized, and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter, Company shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for a loss statement or other documentation to Customer.

Ownership Rights

Company shall have ownership to all Company's Material.

"Company's Material" consists of all copyrightable:

Materials that do not constitute Services or Work Product (as defined in Section 1, Scope of Support Services; Section 2, Scope of Development and Development Support Services; and in Exhibit B, Specifications). Materials that are owned solely by Company ("Pre-existing Works") or licensed to Company. Materials that are incorporated into the Work Product or a part of the Services.

Additional materials shall include, but are not limited to: Insert additional materials here. Company shall hold all rights, title, and interest in and to Company's Material. Customer shall not do anything that may infringe upon or in any way undermine Company's rights, title, and interest in Company's Material, as described in this paragraph 6.

Notwithstanding the above, Company hereby grants Customer an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license for the use or for the sublicense of the use of any of Company's Material employed under this Agreement.

Compensation

For all of Company's Services under this Agreement, Customer shall compensate Company in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement (breach), (2) immediately stop all Services, or (3) bring legal action.

Work Performed at Customer's Location

Rules governing work performed by the Company that is considered "onsite" shall be defined in Exhibit B. Rules shall include, but are not limited to: Availability of Company for visits, any required number of onsite visits for this Agreement, defining provisions and responsibilities for Customer to accommodate onsite visits and any other related matters pertaining to work performed at Customer's location(s).

Mutual Confidentiality

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the performance, production, creation or any expression of the Services or Work Product are the property of Company. Materials shared between Company and Customer (the "Confidential Information") including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the "Owning Party") and will constitute valuable trade secrets. Both parties shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Excluded from the "Confidential Information" definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue.

Limited Warranty and Limitation on Damages

Company warrants the Services or Work Product(s) will conform to the Specifications. If the Services or Work Product do not conform to the Specifications, Company shall be responsible for correcting the Services or Work Product without unreasonable delay, at Company's sole expense and without charge to Customer, to bring the Services or Work Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty, express or implied.

Customer acknowledges that Company is not responsible for the results obtained by Customer when using any Services or Work Product produced by Company. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company as set forth in Exhibit A attached hereto. No action, regardless of form, arising out of the Services rendered or Work Product, under the Agreement, may be brought by either party more than one (1) year after the cause of action has occurred. In no event shall Company be held liable for consequential damages.

Independent Contractor

Company is retained as an independent contractor. Company will be fully responsible for payment of Company's own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company's behalf. Company understands that its employees will not be entitled to any fringe benefits that Customer provides for Customer's employees generally or to any statutory employment benefits, including without limitation, worker's compensation or unemployment insurance.

1 Independent Contractor Behavior

Company agrees to adhere to all of Customer's policies and procedures concerning code and conduct while on Customer's premises. Customer agrees to make available to Company prior to the commencement of this Agreement all manuals, codes, rules, and regulations that Customer requires Customer's staff or employees to read and/or sign.

Insurance

Company shall maintain throughout the entire term of this Agreement, adequate general liability insurance providing coverage against liability for bodily injury, death, and property damage that may arise out of or be based upon any act or omission of Company or any of their employees, agents, or subcontractors under this Agreement. Upon written request, Company shall provide certificates from Company's insurers indicating the amount of insurance coverage, the nature of such coverage, and the expiration date of each applicable policy. Company shall not name Customer as an additional insured on any applicable policy at any time during this Agreement, or as a condition of acceptance of this Agreement.

Equipment

Customer agrees to make available to Company, for Company's use in performing the Services required by this Agreement, such items of hardware and software as Customer and Company may agree are reasonably necessary for such purpose.

1 Expenses

Company will not be reimbursed for any expenses incurred in connection with the Services or Work Product, whether direct or indirect, without the express written approval of Customer. Rules governing expenses for work performed by the Company that is considered onsite work shall be defined in Exhibit A.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of their obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 No Right to Assign

Company has no right to assign, sell, modify, or otherwise alter this Agreement, except upon the express written advance approval of Customer, which consent can be withheld for any reason. Customer may freely assign Customer's rights and obligations under this Agreement.

7 Payments

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Company has the right to withhold Services, remove Work Product from Consultant-owned resources, or seek legal remedy until payment is made in full, plus accrued late charges of 1 1/2% per month.

8 Indemnification

Customer warrants that everything Customer gives Company in the execution or performance of Services, or the creation of any and all Work Product is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, or copyright infringement.

9 Use of Descriptions of Services or Work Product for Promotional Purposes

Customer grants Company the right to use descriptive text, testimonials, performance metrics, and other images, photos, and/or graphics that demonstrate the Services or Work Product for promotional purposes, and/or to cross-link such items with other promotional resources developed by Company.

10 No Responsibility for Theft

Company has no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Product, or the improper use by any third party of any Services or Work Product produced by Company.

11 Right to Make Derivative Works

Company has the exclusive rights in making any derivative works of any Services, methodology, or Work Product.

12 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

13 No Responsibility for Loss

Company is not responsible for any down time, lost files, equipment failures, acts of nature, or any damage resulting from activities considered beyond the control of Company, such as war, riots, natural disasters, vandalism, and other events. The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety, and duly bind their respective principals by their signatures below.