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Service Level Agreement

1. Parties and Service Overview

This Service Level Agreement (SLA) is entered into by and between TechSolutions Pro, Inc. ("Service Provider") and InnovateTech Services, LLC ("Client"). The Service Provider agrees to provide information technology support and services to Client, including but not limited to network maintenance, software updates, helpdesk support, and server management (collectively referred to as the "Services").

2. Service Availability

2.1. Target Service Availability

The Service Provider commits to a Service Availability target of 99.5% during the term of this Agreement. Service Availability is defined as the percentage of time the Services are available to the Client, excluding Scheduled Maintenance and Force Majeure events.

2.2. Scheduled Maintenance

The Service Provider shall provide at least 48 hours' notice to the Client in advance of any Scheduled Maintenance. Scheduled Maintenance shall not account for more than 0.5% of Service unavailability per calendar month.

2.3. Service Downtime Credits

If Service Availability falls below the target of 99.5% in a given calendar month, the Client shall be entitled to a credit of 5% of the monthly fees for each 1% decrease in Service Availability below the target, up to a maximum of 50% of the Client's monthly fees for the affected month.

3. Response Times

3.1. Incident Response Time

The Service Provider commits to the following response times upon receipt of a Service request from the Client:

• Priority 1 (Critical): response within 1 hour


• Priority 2 (High): response within 4 hours


• Priority 3 (Medium): response within 24 hours


• Priority 4 (Low): response within 48 hours

3.2. Incident Resolution Time

The Service Provider shall use commercially reasonable efforts to resolve each incident within the following timeframes:

• Priority 1 (Critical): resolution within 4 hours


• Priority 2 (High): resolution within 24 hours


• Priority 3 (Medium): resolution within 72 hours


• Priority 4 (Low): resolution within 5 business days

4. Maintenance Windows

4.1. Regular Maintenance Window

The Service Provider's regular maintenance window is from 12:00 AM to 4:00 AM Local Time on the first Saturday of each month, during which the Services may be unavailable. The Client will be notified at least 48 hours in advance of any maintenance activities.

4.2. Emergency Maintenance Window

In the event of emergency maintenance required to address critical security updates, the Service Provider may utilize an emergency maintenance window with at least a 4-hour notice to the Client.

5. Penalties for Breaches

5.1. Breach of Service Availability

The Service Provider shall be deemed to be in breach of this Agreement if the Service Availability falls below the target of 99.5% for two consecutive months, or three non-consecutive months within a 12-month period. In such an event, the Client shall have the right to terminate this Agreement without penalty, upon written notice to the Service Provider.

5.2. Breach of Response and Resolution Times

If the Service Provider fails to meet the agreed-upon response or resolution times for any Priority 1 or Priority 2 incidents on three or more occasions within any calendar month, the Client shall have the right to terminate this Agreement without penalty, upon written notice to the Service Provider.

6. Dispute Resolution

6.1. Good Faith Negotiation

Both parties commit to resolving any disputes arising out of or relating to this Agreement in good faith through negotiation. Representatives of both parties shall meet, either in person or electronically, to discuss and attempt to resolve such dispute within 14 days of written notice of the dispute.

6.2. Mediation

If the parties are unable to resolve the dispute through good faith negotiation, they agree to engage in mediation, administered by a mutually agreed-upon mediator, prior to pursuing legal action. Each party shall bear its own costs associated with mediation, and the mediator's costs shall be divided equally between the parties.

6.3. Governing Law and Jurisdiction

This Agreement and any disputes arising out of or in connection with the Agreement shall be governed by and construed under the laws of the United States. Any legal action arising under this Agreement shall be brought exclusively in the courts located within the jurisdiction of the United States.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter hereof. Any amendment to this Agreement must be in writing and signed by both parties.

7.2. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.3. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed.

7.4. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect and shall be enforced to the maximum extent possible.

7.5. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or the right to enforce it in the future.

IN WITNESS WHEREOF, the parties have executed this Service Level Agreement as of the date first written above.

TechSolutions Pro, Inc.

By: ______________________________

Name: ___________________________

Title: ____________________________

InnovateTech Services, LLC

By: ______________________________

Name: ___________________________

Title: ____________________________