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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’>>

<<’email

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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SERVICE LEVEL AGREEMENT