SERVICE LEVEL AGREEMENT (SLA)

THIS AGREEMENT is made by and between RidgeGarrett Associates, LLC ("RidgeGarrett”) and ______________________________ ("Customer").

The purpose of this Agreement ("Agreement") is to set forth a detailed Service Level Agreement ("SLA") under which RidgeGarrett will provide Applications Delivery Services (“ADS”) to Customer with respect to uptime availability and usability of all Virtual Infrastructure and Applications (“VIA”) required to deliver business applications for Customer’s use.

VIA is henceforth defined as including all necessary hardware and software components and configurations required to deliver useable application(s) to the Customer, via internet IP address.  The VIA does not include responsibility for Customer’s, nor the Customer’s Internet Service Provider (“ISP”) bandwidth capabilities (regardless of locations from which application may be accessed via the assigned IP address) which is required for satisfactory application performance.

Agreements

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

1.  RidgeGarrett VIA Availability and Uptime.

RidgeGarrett guarantees that its Network, Connectivity and VIA shall be made available at all times.  This 100% guarantee covers the availability of all Internet switches, peering, cabling, hubs, routers, DNS servers, load balancers, centralized servers, network appliances, backup and storage devices, management consoles, gateways and other equipment, deemed as a requirement for providing ADS to Customer.  This 100% guarantee also covers the availability of all power requirements, components, HVAC, fire suppression, security systems, UPS/PDU, appliances, power cabling, phone systems and other Infrastructure or equipment, now or in the future deemed as a requirement for maintaining the network infrastructure and providing ADS to Customer. This infrastructure availability and uptime guarantee shall not extend to pre-arranged maintenance periods where the entire service must be suspended to repair or reconfigure the Infrastructure.

2.  Incremental Backup & Recovery and Disaster Recovery.

RidgeGarrett will provide, store and manage incremental backups of all application(s) and associated data, which includes any and all content considered to be part of the application.  Incremental backups will be archived and stored in a separate NAS (Network Area Storage) array, apart from the resource environment being used to deliver the application. 

RidgeGarrett also provides complete disaster recovery of the entire application, associated data and components of the system, turnkey.   Similar to incremental backups, disaster recovery information is regularly created and stored in a separate environment other than that used to deliver the production system. 

Note:  as an added benefit during periods of application upgrades and enhancements, RidgeGarrett can  provide virtual machine “snapshots” of your entire system as configured and allocated at the time of upgrade or enhancement.  This “incremental save” capability is a quick way to return to a previous point in the development effort, without having to return to the last incremental backup of the application. Restoring a snapshot is relatively quick and minimizes productivity losses.

3.Uptime Guarantee and Customer Credits.

In the event that Customer suffers "downtime" or lack of Network, Connectivity and VIA availability, the Customer shall receive credit to their account, subject to the following schedule below and based on a month of service. All requests for credit must be made within ten (10) days from the occurrence of the downtime and must be made in writing via email to RidgeGarrett.  All credit requests must be verified by RidgeGarrett staff.  Credits will appear within thirty (30) days on Customer's bill. RidgeGarrett reserves the right to revoke any credit for downtime issued that is later discovered to have been be caused or attributed to Customer activity or external forces not related to the RidgeGarrett Network, Connectivity or VIA.

4.Transfer.

Customer may not assign or transfer this SLA Agreement, in whole or in part, without the prior written consent of RidgeGarrett.  In the event that Customer contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Customer shall notify RidgeGarrett by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.

5.Termination.

RidgeGarrett or Customer may terminate this SLA Agreement upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of this SLA Agreement and/or the (Contract and Terms) Agreement to which this SLA is considered a part of, 2) appointment of Receiver, or the filing of any application by Customer seeking relief from creditors, or, 3) mutual agreement in writing by RidgeGarrett and Customer.

6.Disputes.

If legal proceedings are commenced to resolve a dispute arising out of, or relating to this SLA Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees, as well as any costs or legal fees in connection with any appeals.

7.Indemnification.

Customer shall indemnify and hold RidgeGarrett harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against RidgeGarrett directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this SLA Agreement by Customer.

8.General.

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Texas, USA. A failure by any party to exercise or to delay exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

Severity level of any ADS or VIA failure should be decided by the Customer based on what level of failure has occurred. If no downtime has occurred, the Severity should be set to Minor. If there is a workaround to the problem, the Severity should be set to Serious. If there is no workaround to the problem, the Severity should be set to Critical. Severity can be adjusted by RidgeGarrett depending on the type of request. For instance, if the request is non-urgent, such as a request to import or export a Virtual Machine, the Severity will be reduced to Minor if Serious or Critical is selected by the Customer.

Technical support Service Level Agreement violations that include failure to respond within the SLA Response Time will result in a 5% service credit per 30 minutes beyond the agreed-upon Response Time, not to exceed the total monthly purchase price. 

Resolution time is a Service Level Objective (SLO) that RidgeGarrett will make a best-effort to meet. Depending on a number of factors, including the response-time to questions made to Customer by RidgeGarrett, the wording of the request by Customer being understood by RidgeGarrett, etc., the SLO may be longer than specified. The Customer may request a review of a ticket with RidgeGarrett regarding any complaints about the response time of a ticket. Credit may be issued based on the outcome of the review.

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