SERVICE LEVEL AGREEMENT
SERVICE LEVEL AGREEMENT
THIS AGREEMENT is made on this the <<’Day’>> day of <<’Month’>> 20---- at
<<’Location’>>, India.
BETWEEN
------------------------------------------------------------------------------- having its office at --------------------
---------------------------------------------- India hereinafter referred to as APTS/‘State Designated
Agency’or ‘Buyer’, which expression shall, unless the context otherwise requires, include its
permitted successors and assigns);
AND
’Implementing Agency Full Name’, a Company incorporated under the Companies Act, 1956,
having its registered office at <<’Location’>> (hereinafter referred to as the ‘System
integrator’/SI’ which expression shall, unless the context otherwise requ ires, include its
permitted successors and assigns).
Each of the parties mentioned above are collectively referred to as the ‘Parties’ and
individually as a ‘Party’.
WHEREAS:
1. APTS/‘State Designated Agency’ is desirous to implement the project of eDistrict in the
State of Andhra Pradesh.
2. The Buyer and ‘System integrator’ have entered into a Master Services Agreement dated
<<’’Date’>> (the “MSA”).
NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,
representations and provisions set forth herein, the Parties hereto agree as follows:
Definitions and Interpretation
1.1 Definitions
Terms and expressions used in this Agreement (including the Introduction) shall have the
meanings set out in Annexure A.
1.2 Interpretation
In this Agreement, unless otherwise specified:
references to Clauses, Sub-Clauses, Paragraphs and Schedules are to clauses, sub-clauses,
paragraphs of and schedules to this Agreement; Draft Contract for System Integrators for e-District
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use of any gender includes the other genders;
references to a ‘company’ shall be construed so as to include any company, corporation or
other body corporate, wherever and however incorporated or established;
references to a ‘person’ shall be construed so as to include any individual, firm, company,
government, state or agency of a state, local or municipal authority or government body or
any joint venture, association or partnership (whether or not having separate legal
personality);
a reference to any statute or statutory provision shall be construed as a reference to the same
as it may have been, or may from time to time be, amended, modified or re-enacted;
any reference to a ‘day’ (including within the phrase ‘business day’) shall mean a period of 24
hours running from midnight to midnight;
references to a ‘business day’ shall be construed as a reference to a day (other than a Sunday)
on which banks in the state of Andhra Pradeshare generally open for business;
references to times are to Indian Standard Time;
a reference to any other document referred to in this Agreement is a reference to that other
document as amended, varied, novated or supplemented at any time; and
all headings and titles are inserted for convenience only. They are to be ignored in the
interpretation of this Agreement.
1.3 Measurements and Arithmetic Conventions
All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down except in money calculations where such amounts shall be
rounded off to the nearest INR.
1.4 Ambiguities within Agreement
In case of ambiguities or discrepancies within this Agreement, the following principles shall
apply:
(a) as between two Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in a general
Clause;
as between the provisions of this Agreement and the Schedules, the Agreement shall prevail,
save and except as expressly provided otherwise in the Agreement or the Schedules; and
as between any value written in numerals and that in words, the value in words shall prevail.
1.5 Priority of agreements
The Parties hereby expressly agree that for the purpose of giving full and proper effect to this
Agreement, the MSA and this Agreement shall be read together and construed harmoniously. Draft Contract for System Integrators for e-District
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In the event of any conflict between the MSA and this Agreement, the provisions contained in
the MSA shall prevail over this Agreement.
Structure
This SLA shall operate as a legally binding services agreement specifying terms which apply to the
Parties in relation to the provision of the Services by the ‘System integrator’ to the Buyer and
itsnominated agencies under this Agreement and the MSA.
Objectives of this SLA
The ‘System integrator’ shall be required to ensure that the Service Levels which shall ensure
the following:
Improving the efficiency of operations of the departments leveraging the benefits in new
system in order to:
1. Reduce of manual records and replace with computerized standardized documents.
2. Infuse transparency in operations by enabling the stakeholders to have easy access to
the records and provision of login ids and biometrics to infuse accountability in
operations
3. Enable faster request processing in delivery of services with better turn around time.
4. Facilitate automated data transfer with state-wide connectivity to prevent unnecessary
duplication & simplify preparation of registers and reports.
5. Generate meaningful MIS from the system.
6. Provide inbuilt mechanism of security and quality control for crucial dealer data.
To meet the aforementioned objectives the ‘System integrator’ will provide the Service Levels
in accordance with the performance metrics as set out in detail in this Agreement. Further this
Agreement shall govern the provision of the contracted professional services of the ‘System
integrator’ to the ‘State Designated Agency’ and its nominated agencies after the Effective Date.
Scope of SLA
This Agreement has been executed in relation to the outsourcing portion of the
Projectbetween the Parties. The detailed Service Levels have been set out in Annexure B to
this Agreement.
This Agreement shall ensure the following:
1. Establishment of mutual responsibilities and accountability of the Parties;
2. Definition each Party’s expectations in terms of services provided;
3. Establishment of the relevant performance measurement criteria;
4. Definition of the availability expectations; Draft Contract for System Integrators for e-District
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The following parties are obligated to follow the procedures as specified by this Agreement:
(a) Buyer
(b) ‘System integrator’
Agreement Owners
The following personnel shall be notified to discuss the Agreement and take into
consideration any proposed SLA change requests:
Title Telephone Email
Buyer
MD,APTS /State
Designated Agency
<<’Telephone
SDA’>>
SDA’>>
<<‘System
integrator’>>
Authorized
Representative, SI
<<‘State Designated
Agency’>>
<<’Telephone SI’>> <<’email
SI’>>
Contact List
In the event that there is any change in the listed contacts, the same shall be communicated
and updated prior to such change occurring. The Single Point of Contact (“POC”) for the
‘System integrator’ shall be <<’POC Name’>> and will be available 24X7.
Name Title Location Telephone
Buyer MD,APTS<<‘State
Designated Agency’>>
<<’Location
SDA’>>
<<’Telephone
SDA’>>
<<‘System
integrator’>>
Authorized
Representative, SI
<<‘State Designated
Agency’>>
<<’Location SI’>> <<’Telephone
SI’>>
Principal Contacts
The Buyer and the ‘System integrator’ will nominate a senior staff member to be the principal
contact regarding operation of this Agreement. At the date of signing of this Agreement, the
nominated principal contacts are:
Buyer principal contact: M.D, APTS,________________________ Draft Contract for System Integrators for e-District
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‘System integrator’principal contact: _________________________
Commencement and Duration of this Agreement
Agreement shall commence on the date on which it is executed by the Buyer and the System
integrator (hereinafter the “Effective Date”) and shall, unless terminated earlier in accordance
with its terms or unless otherwise agreed by the Parties, expire on the date on which this
Agreement expires or terminates, which shall be a period of five years starting from the date
of the Final Acceptance Test.
Exclusions to the Agreement
This Agreement shall not govern the following services:
I. Consulting services; and
II. System integrator’s business processes not related to the Project.
Terms of Payment and Penalties
I. In consideration of the Services and subject to the provisions of the MSA and this
Agreement, the Buyer shall pay the amounts in accordance with the Terms of
Payment Schedule of the MSA.
II. For the avoidance of doubt, it is expressly clarified that the Buyer and/or its
nominated agencies may also calculate a financial sum and debit the same against
the terms of payment as defined in the Terms of Payment Schedule of the MSA as
a result of the failure of the System integrator to meet the Service Levels set out as
Annexure B of this Agreement, such sum being determined in accordance with the
terms of the set out as Annexure B of this Agreement.
Updating of this Agreement
I. The Parties anticipate that this Agreement shall need to be re-evaluated and modified to
account for changes in work environment and technology from time to time. Hence they
herby agree to revise the terms of the Agreement on an annual basis.
II. The Parties hereby agree upon the following procedure for revising this Agreement:
A. Any and all changes to this Agreement will be initiated in writing between the
Buyer and the System integrator, The service levels in this Agreement shall be
considered to be standard for the Buyer and shall only be modified if both Parties
agree to an appended set of terms and conditions;
B. Only the Buyer or the System integrator may initiate a revision to this Agreement;
C. A notice of the proposed revision (“SLA Change Request”) shall be served to the
Buyer or the System integrator as the case may be; Draft Contract for System Integrators for e-District
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D. The SLA Change request would be deemed to be denied in case it is not approved
within a period of 10 Working Days
E. In the event that Buyer/System integrator approves of the suggested change the
change shall be communicated to all the Parties and the SLA Change request
would be appended to the Agreement;
F. The Buyer shall update and republish the text of Agreement annually to include all
the SLA Change Requests that have been appended to the Agreement during the
course of the year. Such republished Agreement shall be circulated to all the
Parties within 5 working Days days of such change taking place.
Document History
All revisions made to this Agreement shall be listed in chronological order as per the format
set out below and a copy of the same shall be provided to the Parties:
Version Date Description of changes
<<’Version’>> <<’Date’>> <<’Desc’>>
Scope of Services
I. The ‘System integrator’ shall ensure that Services are available at various locations as
per the requirements of the project;
II. The ‘System integrator’ shall provide support services for addressing problems related
to the provision of services of the selected bidder through the POC(Point of Contact).
Such POC shall be available over telephone on <<’Telephone SI’>> number 24 hours a
day, 7 days a week
III. The ‘System integrator’ guarantees that he shall achieve the Service Levels for the
Project;
IV. The ‘System integrator’ shall be liable to penalties in case of failure to comply with the
Service Levels. However any delay not attributable to the ‘System integrator’ shall not
be taken into account while computing adherence to the Service Levels.
Performance Review
The POC’s of both the Buyer and the ‘System integrator’ shall meet on a Monthlybasis till the
final Acceptance Testing and Quarterly Basis once the operations and Maintenance Phase starts to
discuss priorities, service levels and system performance. Additional meetings may be held at
the request of either the ‘System integrator’ or the Buyer. The agenda for these meetings shall
be as follows:
1. Review of Project Progress against the agreed Plan between Busyer and successful
SI Draft Contract for System Integrators for e-District
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2. Review of specific problems/exceptions and priorities
3. Review of Service performanceagainst SLAs and
4. Review of the operation of this Agreement and determine corrective action to
overcome deficiencies.
Representations and Warranties of Buyer
The Buyer hereby represents and warrants to the ‘System integrator’ as follows:
I. it has full power and authority to execute, deliver and perform its obligations under
this Agreement and to carry out the transactions contemplated herein and that it has
taken all actions necessary to execute this Agreement, exercise its rights and perform
its obligations, under this Agreement and carry out the transactions contemplated
hereby;
II. it has taken all necessary actions under Applicable Law to authorize the execution,
delivery and performance of this Agreement and to validly exercise its rights and
perform its obligations under this Agreement;
III. it has the financial standing and capacity to perform its obligations under the
Agreement;
IV. this Agreement has been duly executed by it and constitutes a legal, valid and binding
obligation enforceable against it in accordance with the terms hereof and its
obligations under this Agreement shall be legally valid, binding and enforceable
obligations against it in accordance with the terms thereof;
V. the execution, delivery and performance of this Agreement shall not conflict with,
result in the breach of, constitute a default under, or accelerate performance required
by any of the Applicable Laws or any covenant, contract, agreement, arrangement,
understanding, decree or order to which it is a party or by which it or any of its
properties or assets is bound or affected;
VI. there are no actions, suits or proceedings pending or, to its knowledge, threatened
against it at law or in equity before any court or before any other judicial, quasijudicial or other authority, the outcome of which may result in the default or breach of
this Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform its material (including any payment) obligations
under this Agreement;
VII. it has no knowledge of any violation or default with respect to any order, writ,
injunction or any decree of any court or any legally binding order of any Government
Instrumentality which may result in any material adverse effect on the System
integrator’s ability to perform its obligations under this Agreement and no fact or Draft Contract for System Integrators for e-District
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circumstance exists which may give rise to such proceedings that would adversely
affect the performance of its obligations under this Agreement.
Representations and Warranties of the ‘System integrator’
The ‘System integrator’ hereby represents and warrants to the Buyer as follows:
I. it is duly organized and validly existing under the laws of India, and has full power
and authority to execute and perform its obligations under this Agreement and to
carry out the transactions contemplated hereby;
II. it has taken all necessary corporate and other actions under Applicable Laws to
authorize the execution and delivery of this Agreement and to validly exercise its
rights and perform its obligations under this Agreement;
III. this Agreement has been duly executed by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with the terms hereof, and its
obligations under this Agreement shall be legally valid, binding and enforceable
obligations against it in accordance with the terms hereof;
IV. the execution, delivery and performance of this Agreement shall not conflict with,
result in the breach of, constitute a default under, or accelerate performance required
by any of the terms of its Memorandum and Articles of Association or any Applicable
Laws or any covenant, contract, agreement, arrangement, understanding, decree or
order to which it is a party or by which it or any of its properties or assets is bound or
affected;
V. there are no actions, suits, proceedings, or investigations pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other judicial,
quasi-judicial or other authority, the outcome of which may result in the breach of this
Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform any of its material obligations under this
Agreement;
VI. it has no knowledge of any violation or default with respect to any order, writ,
injunction or decree of any court or any legally binding order of any government
instrumentality which may result in any material adverse effect on its ability to
perform its obligations under this Agreement and no fact or circumstance exists which
may give rise to such proceedings that would adversely affect the performance of its
obligations under this Agreement;
VII. it has complied with Applicable Law in all material respects and has not been subject
to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in
the aggregate have or may have a material adverse effect on its ability to perform its Draft Contract for System Integrators for e-District
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obligations under this Agreement;
VIII. no representation or warranty by it contained herein or in any other document
furnished by it to the Buyer or to any government instrumentality in relation to the
Required Consents contains or shall contain any untrue or misleading statement of
material fact or omits or shall omit to state a material fact necessary to make such
representation or warranty not misleading; and
IX. no sums, in cash or kind, have been paid or shall be paid, by it or on its behalf, to any
person by way of fees, commission or otherwise for entering into this Agreement or
for influencing or attempting to influence any officer or employee of the Buyer in
connection therewith.
Indemnities
The Parties agree to indemnify each other under this Agreement in accordance with the terms
and principles set out in the MSA.
Dispute Resolution
Any dispute, difference or claim arising out of or in connection with the Agreement which is
not resolved amicably shall be decided in accordance with the dispute resolution procedure
as set out in the MSA.
Miscellaneous
I. Assignment and charges
This Agreement shall be binding on and enure for the benefit of each Party’s successors in
title. No Party shall assign, or declare any trust in favour of a third party over, all or any part
of the benefit of, or its rights or benefits under, this Agreement.
II. Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India, and the courts at the State of Andhra Pradesh shall have jurisdiction over
matters arising out of or relating to this Agreement.
III. Waiver of sovereign immunity
The Parties unconditionally and irrevocably:
A. agree that the execution, delivery and performance by them of the Agreement constitute
commercial acts done and performed for commercial purpose;
B. agree that, should any proceedings be brought against a Party or its assets, property or
revenues in any jurisdiction in relation to the Agreement or any transaction contemplated Draft Contract for System Integrators for e-District
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by the Agreement, no immunity (whether by reason of sovereignty or otherwise) from
such proceedings shall be claimed by or on behalf of such Party with respect to its assets;
C. waive any right of immunity which it or its assets, property or revenues now has, may
acquire in the future or which may be attributed to it in any jurisdiction; and
D. consent generally to the enforcement of any judgment or award against it in any such
proceedings to the giving of any relief or the issue of any process in any jurisdiction in
connection with such proceedings (including the making, enforcement or execution
against it or in respect of any assets, property or revenues whatsoever irrespective of their
use or intended use of any order or judgment that may be made or given in connection
therewith).
IV. Variation
This Agreement may only be varied in writing and signed by both Parties.
V. Waiver
A. Waiver including partial or conditional waiver, by either Party of any default by the other
Party in the observance and performance of any provision of or obligations under this
Agreement:-
1. shall be in writing
2. shall not operate or be construed as a waiver of any other or subsequent default
hereof or of other provisions of or obligations under this Agreement;
3. shall not be effective unless it is in writing and executed by a duly authorized
representative of the Party; and
4. shall not affect the validity or enforceability of this Agreement in any manner.
VI. Exclusion of implied warranties
This Agreement expressly excludes any warranty, condition or other undertaking implied at
law or by custom or otherwise arising out of any other agreement between the Parties or any
representation by either Party not contained in a binding legal agreement executed by both
Parties.
VII. Survival
A. Termination or expiration of the Term shall:
(a) not relieve the ‘System integrator’ or the Buyer, as the case may be, of any
obligations hereunder which expressly or by implication survive hereof; and
(b) except as otherwise provided in any provision of this Agreement expressly
limiting the liability of either Party, not relieve either Party of any obligations Draft Contract for System Integrators for e-District
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or liabilities for loss or damage to the other Party arising out of, or caused by,
acts or omissions of such Party prior to the effectiveness of such termination or
expiration or arising out of such termination or expiration.
B. All obligations surviving termination or expiration of the Term shall cease on termination
or expiration of the Term. In case the obligations have to survive for some period after
closure of the project due to some issues such as transition issues, the same may be agrred
between two parties
(h) Entire Agreement
This Agreement and the Annexure together constitute a complete and exclusive statement of
the terms of the agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is
agreed to in writing by the Parties and duly executed by persons especially empowered in this
behalf by the respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and withdrawn.
(i) Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other
instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of
the remaining provisions shall not be affected in any manner, and the Parties shall negotiate
in good faith with a view to agreeing to one or more provisions which may be substituted for
such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid,
illegal or unenforceable provision. Failure to agree upon any such provisions shall not be
subject to the dispute resolution procedure set forth under this Agreement or otherwise.
(j) No partnership
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon
either Party, and neither Party shall have any right, power or authority to enter into any
agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative
of, or to otherwise bind, the other Party except as expressly provided under the terms of this
Agreement.
(k) Third parties
This Agreement is intended solely for the benefit of the Parties and their respective successors
and permitted assigns, and nothing in this Agreement shall be construed to create any duty
to, standard of care with reference to, or any liability to, any person not a Party to this
Agreement. Draft Contract for System Integrators for e-District
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(l) Notices
Any notice or other communication to be given by any Party to the other Party under or in
connection with the matters contemplated by this Agreement shall be in writing and shall be
given by hand delivery with acknowledgement form, recognized courier, registered post,
email or facsimile transmission and delivered or transmitted to the Parties at their respective
addresses set forth below:
If to APTS/‘State Designated Agency’:
Attn: <***>
Tel:
Fax:
Email:
Contact:
With a copy to:
If to the ‘System integrator’:
Attn. <***>
Phone: <<’Telephone SI’>>
Fax No. <<’Fax SI’>>
(m) Language
All notices required to be given by one Party to the other Party and all other communications,
documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in the English language.
(n) Counterparts
This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
(o) Mitigation
Without prejudice to any express provisions of this Agreement on any mitigation obligations
of the Parties, each of the Buyer and the ‘System integrator’ shall at all times take all
reasonable steps to minimize and mitigate any loss for which the relevant Party is entitled to
bring a claim against the other Party pursuant to this Agreement.
(p) Removal of Difficulties
The Parties acknowledge that it is conceivable that the Parties may encounter difficulties or
problems in the course of implementation of the Project and the transactions envisaged under Draft Contract for System Integrators for e-District
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this Agreement. The Parties agree and covenant that they shall mutually discuss such
difficulties and problems in good faith and take all reasonable steps necessary for removal or
resolution of such difficulties or problems.
IN WITNESS WHEREOF THE PARTIES HAVE EXEEUTED AND DELIVERED THIS
AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED
For and on behalf of the‘System
integrator’by:
SIGNED, SEALED AND DELIVERED
For and on behalf of the Buyer by:
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
(Signature)
(Name)
(Designation)
(Address)
(Fax No.)
In the presence of:
1.
2. Draft Contract for System Integrators for e-District
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