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SERVICE LEVEL AGREEMENTS

SLA TRAINING GUIDE

Copyright 2002 Easytec Solutions

What should the SLA cover?

Introduction and purpose Services to be delivered Performance, Tracking and Reporting Problem Management Fees and Expenses Customer Duties and Responsibilities

What should the SLA cover?

Warranties and Remedies Security IPR and Confidential Information Legal Compliance and Resolution of Disputes Termination

Using Schedules or Exhibits

Specific information relating to the relationship between the Customer and Supplier is best included in Schedules or Exhibits attached to the main Agreement. Reference is normally made in the main body of the Agreement to the respective Schedules or Exhibits to simplify the Agreement clauses.

Typical Information to go in Schedules or Exhibits


A.
B. C. D. E.

F.

Specifications of standard services Specifications of customised services Service availability specifications Location of service delivery Change control procedures for services Service monitoring and performance measures

Typical Information to go in Schedules or Exhibits


G.
H. I. J. K.

L.
M.

Specification of service level reports Service Desk and other support criteria Problem escalation procedures Detailed fees and expense schedules Scale of any penalties or refunds Addresses for Notices Procedure for changing the Agreement

Understanding the SLA

In the next set of slides we will give additional information on the topics to be included within the SLA. These topics are all covered in detail within other components included in the SLA Toolkit

Introduction and Purpose

This introductory section of the SLA agreement covers the following key topics:
Purpose and Objectives

Information on the two parties


Commencement and duration Definitions

Introduction and Purpose Explained

The Introduction states the reasons for having an SLA and defines key aspects of the agreement It specifies the two parties involved and includes a commencement date and duration It includes a definitions section that describes terms used in the Agreement

Services to be Delivered

The Services section of the SLA agreement is supported by Schedules A, B, C ,D & E and covers the following key topics:

Standard services Non-standard services Service availability Location of Delivery Changes to services

Services to be Delivered section Explained

This is the most critical section of the Agreement as it describes the services and the manner in which those services are to be delivered Standard services are often separated from customised services but this distinction is not critical The information on the services must be accurate and contain detailed specifications of exactly what is being delivered.

Performance, Tracking and Reporting

This section of the SLA agreement is supported by Schedules F & G and covers the following key topics:

Key personnel information Monitoring of services Benchmarks, targets and metrics Service level reporting Service review meetings

Performance, Tracking and Reporting Explained

A key part of the Agreement which deals with monitoring and measuring service level performance Every service must be capable of being measured and the results analysed and reported The benchmarks, targets and metrics to be utilised must be specified in the Agreement The service performance level must be reviewed regularly by the two parties

Problem Management

This section of the SLA agreement is supported by Schedules H &I and covers the following key topics:
Service Desk and other support criteria Problem definition Problem escalation

Problem Management Explained

The purpose of problem management is to minimise the adverse impact of incidents and problems There must be an adequate process to handle and resolve unplanned incidents The must be preventative activity to reduce occurrence of unplanned incidents Formal records and logs must be maintained of all incidents and problems

Fees and Expenses

This section of the SLA agreement is supported by Schedule J and covers the following key topics:

Fees for standard or non-standard services Reimbursable expenses Invoices and payment terms Taxes payable Interest for late payments

Fees and Expenses Section Explained

Both parties need to discuss and agree on compensation levels for the Supplier

The basis of calculation for the costs of supplying the services need to be understood by both parties
The terms of payment need to be clearly stated Treatment of tax and interest on late payments need to be agreed.

Customer Duties and Responsibilities

This section of the SLA agreement covers the following key topics:
Processing and authorising invoices Access, facilities and resources

Training on specialised equipment or tasks


Approvals and information

Key Customer Duties and Responsibilities Explained

The Customer has to understand that it also has responsibilities to support the service delivery process The Customer must arrange for access, facilities and resources for the Suppliers employees who need to work on-site The Customer must arrange for adequate training of its employees to meet health and safety requirements

Warranties and Remedies

This section of the SLA agreement is supported by Schedule K and covers the following key topics:
Service quality

Indemnities
Third part claims Remedies for breaches Exclusions Force majeure

Warranties and Remedies Explained

In the event that the service delivery is not of the promised standard, the Supplier should provide warranties and remedies These warranties and remedies usually cover service quality, breaches of the Agreement and third party claims as a minimum. The Agreement is likely to have a Force Majeure clause covering events outside the control of either party.

Security

This section of the SLA agreement covers the following key topics:

Physical access Logical access Compliance with Customers security policies Information and data security measures Disaster recovery Encryption

Security Explained

Security is a particularly critical feature of any SLA The Client must provide controlled physical and logical access to its premises and information The Supplier must respect and comply with the Clients security policies and procedures There must be adequate provision for disaster recovery and business continuity planning to protect the continuity of the services being delivered.

IPR and Confidential Information

This section of the SLA agreement covers the following key topics:
Intellectual Property Rights (IPR) Confidentiality

Responding to Court Orders


Destruction of data and records

IPR and Confidential Information explained

The intellectual property rights of either party needs to acknowledged Both parties are likely to have access to confidential information about the other party and this confidentiality need to be protected Both parties need to comply with Court Orders to supply information about the other party The treatment of confidential information at the end of the Agreement needs to be covered

Legal Compliance and Resolution of Disputes

This section of the SLA agreement covers the following key topics:

Legal jurisdiction Export regulations Informal dispute resolution Arbitration issues Limitation of action clause Limitation of liability clause

Legal Compliance and Dispute Resolution Explained

The legal jurisdiction for the Agreement needs to be determined in order that it may be enforced Most Governments have stringent export regulations and these need to be enforced. There needs to be agreement on the use of informal methods for dispute resolution and also on the use of arbitration There is usually a limitation of liability clause to restrict the total liability of the supplier and the customer

Ending the Agreement

This section of the SLA agreement covers the following key topics:
Termination at end of initial term Termination for convenience

Termination for cause


Payments on termination

Termination Issues Explained

All Agreements must include a means by which the Agreement may be ended
This section provides information on how the Agreement is to ended after the end of the initial term, in the event of due cause by either party and in the event that either party wishes to discontinue the arrangement. It also covers the issues of payments to be made in the event of Agreement termination

General Agreement Clauses

This section of the SLA agreement is supported by Schedules L & M and covers the following key topics:

Notices Standard of care Assignment Entire Agreement Severability Changes to Agreement Non-solicitation

General Clause Section Explained

This general section is to cover some of the legal issues required in any formal Agreement
It provides a legal basis for the document to ensure enforceability where required It includes also a clause on non-solicitation to ensure both parties avoid poaching employees of the other party.

Discussions and Meetings

The SLA process is one of negotiation and discussion The SLA provides the framework for such meetings Potential issues and problems can be discussed before they occur Outcomes are more certain and expectations more realistic

Regular SLA Reviews

Defining the SLA is a dynamic process The SLA will need to be updated as the Customers business needs change The SLA should be reviewed in its entirety at least twice a year The effectiveness of performance measuring criteria should be reviewed at least annually

Preparing your own Service Level Agreement

You should now be more familiar with the structure and required framework of an SLA
The SLA Toolkit provides interactive SLA templates together with guidance and instructions for preparing each section of the SLA

Do remember to get a legal specialist to review the final SLA to ensure that the SLA is will stand up to a legal challenge