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SLA Service Level Agreement

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Date

Author(s)

Description

17/03/2020

Weslei Calazans

Initial Draft

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This document, called as Service Level Agreement ("SLA") entered into on March 17, 2020 between NETWORK TO NETWORK INTERFACE DIGITAL LTD. ("NNi") and ("Customer") provides the general terms and conditions applicable to the purchase of communications services ("Service") to NNi's Customer.

This Mutual Confidentiality Agreement ("Agreement") is entered into on the "Effective Date" according to the signature dates, whichever is more recent, between:

NNI.DIGITAL, a company of STUDIOTECH ANALYTICS SOLUTIONS LTDA with its principal place of business at São Paulo Brazil ("Discloser A")

and

[The Company], [the customer] with its principal place of business at [Telecom Company Address] ("Discloser B").

Discloser A and Discloser B are each referred to herein as a "Party" and collectively as the "Parties."

WHEREAS, the Parties wish to explore a potential business relationship (the "Purpose") relating to [e.g., Co-marketing of services, Joint development of a new network solution, Evaluation of Discloser A's software for Discloser B's network, Provision of consulting services on 5G deployment]; and

WHEREAS, in connection with the Purpose, each Party may disclose certain confidential and proprietary information to the other.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Definition of Confidential Information. "Confidential Information" means any non-public information, in any form (written, oral, electronic, or tangible), disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. For clarity, Confidential Information includes, but is not limited to:

Telecom-Specific Data: Network architecture diagrams, topology maps, cell site locations, RF propagation data, spectrum holdings, network performance data (KPIs), traffic models, subscriber data (anonymized/aggregated), OSS/BSS system details, and network security protocols.

Technical Information: Trade secrets, inventions, know-how, designs, software code (source and object), APIs, algorithms, processes, research, and development plans related to telecommunications technology (e.g., 5G/6G, IoT, SDN/NFV, Open RAN).

Business Information: Business plans, financial data, pricing models, cost structures, customer lists (including enterprise clients), vendor agreements, marketing strategies, and roadmaps.

Discussion Materials: All information disclosed in meetings, presentations, memos, or discussions related to the Purpose.

2. Exclusions. Confidential Information shall not include information that the Receiving Party can demonstrate: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in its possession without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

3. Obligations of Receiving Party. The Receiving Party shall: * a. Use Limitations: Use the Disclosing Party's Confidential Information solely for the Purpose and for no other reason. * b. Disclosure Limitations: Not disclose such Confidential Information to any third party, except to its Employees, Directors, and Contractors ("Representatives") who have a strict "need to know" for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those herein. The Receiving Party shall be liable for any breach by its Representatives. * c. Standard of Care: Protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. * d. Compelled Disclosure: If required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior written notice (where legally permissible) to allow the Disclosing Party to seek a protective order or other remedy.

4. Term and Termination. This Agreement shall remain in effect for a period of two (2) years from the Effective Date. The obligations of confidentiality with respect to any Confidential Information shall survive termination or expiration of this Agreement for a period of three (3) years thereafter; provided, however, that for Trade Secrets (as defined by applicable law), the obligations shall continue for as long as the information remains a trade secret.

5. Return or Destruction. Upon the Disclosing Party's written request, or upon termination of discussions related to the Purpose, the Receiving Party shall promptly (and certify in writing): (a) return all tangible materials containing Confidential Information; and (b) destroy all electronic copies. Notwithstanding the foregoing, the Receiving Party may retain one archival copy solely for the purpose of monitoring its ongoing confidentiality obligations, subject to the terms of this Agreement.

6. Intellectual Property. No license or right under any patent, trademark, copyright, or other intellectual property right is granted or implied by the disclosure of Confidential Information. All such information remains the sole property of the Disclosing Party.

7. Telecom-Specific & Data Security Provisions (CRITICAL) * a. No Access to Live Network: The Parties acknowledge that Confidential Information does not include, and no Party shall request or provide, direct access to the other Party's live, operational telecommunications network, systems, or customer data without a separate, detailed Data Processing Agreement (DPA) and/or Network Access Agreement. * b. Data Privacy: Any disclosure of Personal Data (as defined by GDPR, CCPA, or other applicable laws) shall be governed by a separate DPA. This Agreement is not a DPA. * c. Security Requirements: The Receiving Party shall implement and maintain appropriate technical and organizational security measures to protect Confidential Information, which, for telecom network information, shall be deemed to require at least industry-standard measures (e.g., based on frameworks like ISO 27001, NIST).

8. No Warranties. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE.

9. Remedies. The Parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief or specific performance, in addition to all other remedies available at law or in equity.

10. Miscellaneous. * a. Governing Law & Venue: This Agreement shall be governed by the laws of the State of [e.g., New York or the state where the telecom company is headquartered], without regard to its conflict of laws principles. Any legal action shall be brought in the courts located in [County], [State]. * b. No Obligation to Proceed: This Agreement creates no obligation to enter into any further agreement or to proceed with the Purpose. * c. Entire Agreement: This document constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior discussions. It may only be amended in writing signed by both Parties. * d. Notices: All notices shall be in writing and sent to the addresses listed above.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

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Key Best Practices & Negotiation Guide

Mutual vs. One-Way: This is a Mutual NDA, which is the market standard for business-to-business discussions. It assumes both sides will share sensitive information.

Critical Telecom Clauses:

Section 7(a) - No Access to Live Network: This is a non-negotiable safeguard for the telecom company. It prevents any claim that this simple NDA authorizes access to their

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EXHIBITS (Annex 1)

Exhibit A: Sample Service Order Template

Service Order Number

Customer Information

Service Details (Type: DIA/IP Transit/IEPL/VPN/Rack/Cloud Connect)

Technical Specifications (Bandwidth, Locations, Port Speeds, etc.)

Pricing (MRC, Non-Recurring Charges, Term Commitment)

Special Terms

Acceptance Signature Block

Exhibit B: Service Level Agreements (SLAs)

Connectivity Services SLA

Network Availability: 99.5% uptime for DIA/IEPL/VPN; 99.6% for IP Transit

Latency: Committed latency between specified POPs

Packet Delivery: 99.95% packet delivery rate

Mean Time to Repair (MTTR): 4 hours for critical circuits

Credit Percentages: 5-25% of MRC per incident, based on severity

Data Center Services SLA

Power Availability: 99.99% uptime

Cooling: Continuous operation within specified temperature/humidity ranges

Physical Security: 24/7 monitoring, biometric access controls

Cross-Connect Installation: Within 5 business days

Cloud Connect Services SLA

Virtual Circuit Availability: 99.9% uptime

Latency to Cloud Gateways: Committed maximum latency to AWS/Azure/Google gateways

Provisioning Time: Circuit delivery within 15-30 business days

Exhibit C: Acceptable Use Policy

Prohibited activities (spam, hacking, copyright infringement, etc.)

Security requirements

Abuse reporting procedures

Consequences of violation (suspension, termination)

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CRITICAL NEGOTIATION POINTS & BEST PRACTICES

Customer-Favorable Negotiations:

Liability Caps: Seek higher liability caps (e.g., 12-24 months of charges) and try to exclude ETCs from the cap.

SLA Credits: Negotiate for automatic credit application (vs. request-based). Seek cumulative credits (not per-incident caps).

Termination for Convenience: Request ability to terminate with 90-180 days' notice, paying only a pro-rated ETC (e.g., 50% of remaining MRCs).

Price Protection: Negotiate fixed pricing for the entire term, or limit annual increases to CPI only (no 5% floor).

Service Migration: Ensure rights to migrate services between locations or change bandwidth without punitive charges.

Provider-Standard Positions (Be Prepared For):

Early Termination Charges: 100% of remaining MRCs is standard. Best alternative: declining scale (100% in Year 1, 75% Year 2, 50% Year 3).

Liability Limitations: Providers strongly resist increasing liability caps. Focus on excluding indemnity and confidentiality breaches from the cap.

Force Majeure: Broad definitions that include third-party network failures. Seek to limit to events beyond Provider's and its suppliers' reasonable control.

Credit Requests: Strict 30-day claim windows are non-negotiable for most providers.

Service-Specific Considerations:

DIA/IP Transit: Ensure SLA includes last-mile and backbone availability. Clarify "scheduled maintenance" windows and notice requirements.

IEPL: Verify restoration commitments and diverse routing options. International regulations may affect terms.

Cloud Connect: Understand virtual circuit fees vs. port fees. Negotiate flexible bandwidth changes to accommodate cloud bursting.

Colocation: Carefully review "Remote Hands" fees, cross-connect charges (often hidden cost), and liability for equipment damage due to environmental issues.

Implementation Checklist:

Complete credit application process early

Validate all technical specifications in Service Orders

Ensure appropriate contacts for billing, technical, and support are documented

Confirm lead times for each service (60-90 days typical for DIA, longer for IEPL)

Review escalation procedures in SLA

Negotiate right to audit invoices and SLA compliance

This MSA framework provides comprehensive coverage for telecom services while highlighting areas requiring particular attention during negotiations. Given the complexity and long-term commitment, engaging legal counsel with specific telecom experience is strongly recommended.

This response is AI-generated, for reference only.

help me to create a SLA Services Level Agreement document to a Telecom company based on market best practices, refering Connectivity services like DIA, IP Transit, IEPL, VPN; refering DC services like racks, kva, colocation, and refering cloud connect services like direct connect and cloud to cloud connect.

COMPREHENSIVE SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement ("SLA") is Exhibit B to the Master Services Agreement ("MSA") dated [Date] between [Customer Name] ("Customer") and [Telecom Provider Name] ("Provider"). This SLA is incorporated by reference into the MSA and governs the performance standards for Services provided.

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1.0 GENERAL PROVISIONS

1.1 Definitions

"Affected Service" means a Service that fails to meet the applicable Service Level.

"Available" or "Availability" means the Service is operational and accessible to Customer, subject to Scheduled Maintenance and Force Majeure.

"Business Day" means Monday through Friday, excluding Provider-recognized holidays.

"Business Hours" means 9:00 AM to 5:00 PM local time of the applicable data center/Point of Presence (POP).

"Emergency Maintenance" means maintenance required to address critical security vulnerabilities or prevent imminent service degradation.

"Mean Time to Repair (MTTR)" means the average time from trouble ticket validation to service restoration.

"Scheduled Maintenance" means pre-planned maintenance windows communicated per Section 1.4.

"Service Credit" means the credit percentage applied to the Monthly Recurring Charge (MRC) for the Affected Service.

"Service Level" means the performance metric specified in this SLA.

"Service Outage" means a period when the Service is not Available.

1.2 Measurement Methodology

Provider measures Availability using network monitoring systems at Provider's edge devices. For Data Center Services, Provider measures power availability at the power distribution unit (PDU) level. All measurements are based on Provider's records, which are deemed accurate unless proven otherwise.

1.3 Credit Request Process

Customer must submit a credit request via email to [SLA Credit Address] within thirty (30) calendar days of the incident.

Request must include: Service Order number, affected circuit ID, date/time of incident, and description.

Provider will validate against monitoring records and respond within fifteen (15) Business Days.

Approved credits appear on Customer's invoice within two (2) billing cycles.

1.4 Maintenance Windows

Standard Maintenance: 12:00 AM to 6:00 AM local time on Sundays. 14 days advance notice required.

Emergency Maintenance: As required with maximum 2-hour advance notice when possible.

Maintenance periods are excluded from Availability calculations.

1.5 Exclusions

Service Levels do not apply to failures caused by:

Customer equipment, software, or configurations

Acts or omissions of Customer, its employees, or agents

Third-party networks, services, or equipment not under Provider's direct control

Force Majeure events

Scheduled or Emergency Maintenance

DNS issues beyond Provider's authoritative DNS servers

Cloud provider-side issues for Cloud Connect Services

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2.0 CONNECTIVITY SERVICES SLAs

2.1 Network Availability

Services

Services

Service Type

Service Level

Measurement Window

Service Credit

DIA (Dedicated Internet Access)

99.5% Monthly

24x7

5% per additional 0.01% below target

IEPL (International Ethernet Private Line)

99.5% Monthly

24x7

10% per additional 0.01% below target

Domestic Private Line/VPN

99.6% Monthly

24x7

10% per additional 0.01% below target

IP Transit

99.6% Monthly

24x7

10% per additional 0.1% below target

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Calculation: (Total Minutes in Month - Outage Minutes) / Total Minutes in Month × 100

Example1: For DIA with 99.99% SLA, maximum allowed downtime = 43.2 minutes/month.

Example2: For DIA with 99.60% SLA, maximum allowed downtime = 2 hours 55 minutes/month.

Example2: For DIA with 99.50% SLA, maximum allowed downtime = 3 hour 39 minutes/month.

2.2 Latency

Measured as round-trip time between designated Provider POPs.

Latency

Latency

Service Type

Route

Latency Commitment

Measurement

Domestic DIA/VPN

Intra-continental

≤ 45ms

95th percentile, 5-minute samples

International IEPL

Major city pairs

Specified per route in Service Order

95th percentile, 5-minute samples

IP Transit

To major Internet exchanges

Best effort, no commitment

N/A

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Credit: 10% of MRC if latency exceeds commitment for ≥ 4 consecutive hours.

2.3 Packet Delivery

Percentage of packets successfully delivered vs. packets sent.

Packets

Packets

Service Type

Commitment

Measurement

Credit

DIA/IEPL/VPN

99.95%

Monthly average

10% of MRC

IP Transit

99.9%

Monthly average

10% of MRC

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2.4 Time to Repair (TTR) Commitments

Time To Repair

Time To Repair

Severity Level

Definition

Response Time

Restoration Commitment

Credit if Missed

Severity 1

Complete Service Outage

15 minutes

4 hours

25% of MRC

Severity 2

Severe Degradation (>30% packet loss)

30 minutes

8 hours

15% of MRC

Severity 3

Minor Degradation

2 Business Hours

Next Business Day

5% of MRC

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Response Time begins when valid trouble ticket is created. Clock Stops when Customer confirms restoration.

2.5 Installation Interval

Time from Service Order acceptance to Service Available for testing.

Testing

Testing

Service Type

Standard Interval

Expedited Available?

DIA

30-60 Business Days

Yes, additional fee

IEPL (International)

60-90 Business Days

Limited availability

VPN

15-30 Business Days

Yes, additional fee

IP Transit

5-10 Business Days

Not applicable

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Credit: 5% of installation fee for each Business Day late beyond committed date.

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3.0 DATA CENTER SERVICES SLAs

3.1 Facility Availability

Commitment: 99.995% uptime annually (maximum 26 minutes downtime/year).

Calculation: Excludes Scheduled Maintenance. Monitored at PDU/feed level.

Credit:

10% of monthly colocation fee for each additional hour below 99.995%

25% of monthly colocation fee for facility outage > 2 hours

3.2 Power Availability

Commitment: 99.999% uptime at the PDU level.

Redundancy: N+1 configured UPS systems, dual power feeds, backup generators with 72-hour fuel capacity.

Credit: 100% of monthly power fee (kVA charge) for any outage > 5 minutes.

3.3 Cooling & Environmental

Cooling

Cooling

Metric

Commitment

Monitoring

Credit

Temperature

68°F - 72°F (20°C - 22°C)

Continuous at rack level

10% of monthly fee per incident

Humidity

40% - 60% RH

Continuous at zone level

10% of monthly fee per incident

Particulate

ISO Class 8

Quarterly audit

N/A

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3.4 Physical Security

24/7/365 monitored CCTV with 90-day retention

Biometric access control (palm/fingerprint) at all critical doors

Two-factor authentication for all data hall access

Security incident response within 15 minutes of alarm

Audit logs provided monthly upon request

3.5 Cross-Connect Services

Cross Connect

Cross Connect

Service

Installation Time

Availability

Credit

Intra-facility cross-connect

5 Business Days

99.99%

10% of monthly fee

Inter-facility cross-connect

10-15 Business Days

99.95%

10% of monthly fee

Emergency cross-connect

2 Business Days

Same as ordered circuit

50% installation fee refund if late

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3.6 Remote Hands Services

Remote Hands

Remote Hands

Service Level

Response Time

Definition

Emergency

30 minutes

Issues affecting service availability

Standard

4 Business Hours

Pre-scheduled or non-critical work

Advanced Notice

Next Business Day

Complex tasks requiring planning

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4.0 CLOUD CONNECT SERVICES SLAs

4.1 Virtual Circuit Availability

Virtual Circuits

Virtual Circuits

Connection Type

Availability

Measurement Point

Credit

Direct Connect to Cloud

99.95% monthly

Provider edge to cloud meet point

10% of port fee per 0.1% below

Cloud-to-Cloud

99.9% monthly

End-to-end between clouds

10% of circuit fee per 0.1% below

Virtual Cross-Connect

99.99% monthly

Within Provider cloud exchange

5% of monthly fee per incident

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4.2 Latency to Cloud Gateways

Measured from designated Provider POP to cloud provider's meet point.

PoP to PoP latency

PoP to PoP latency

Cloud Provider

Target Region

Maximum Latency

Measurement

AWS

us-east-1 (N. Virginia)

≤ 10ms

95th percentile

Azure

East US

≤ 12ms

95th percentile

Google Cloud

us-east1

≤ 15ms

95th percentile

Oracle Cloud

Ashburn

≤ 8ms

95th percentile

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Credit: 5% of monthly connectivity fee if exceeded for ≥ 4 consecutive hours.

4.3 Provisioning Time

Provisioning Time

Provisioning Time

Service

Standard Interval

Expedited Option

Credit if Late

New Cloud Connect Port

10-15 Business Days

5 Business Days (+50% fee)

10% of port fee per Business Day

Virtual Circuit Setup

3-5 Business Days

2 Business Days (+100% fee)

25% of setup fee

Bandwidth Increase

2 Business Days

Same day (+100% fee)

50% of change fee

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4.4 Cloud Provider Interoperability

Provider guarantees compatibility with:

AWS Direct Connect (1G, 10G, 100G)

Azure ExpressRoute (all SKUs)

Google Cloud Interconnect

IBM Cloud Direct Link

Oracle Cloud Infrastructure FastConnect

Credit: 100% of monthly fee for any incompatibility requiring service rework.

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5.0 SUPPORT & RESPONSE COMMITMENTS

5.1 Support Channels & Hours

Support Channels & Hours

Support Channels & Hours

Support Level

Contact Method

Hours

Initial Response

24/7 NOC

Phone: [Number]

24x7x365

15 minutes

Technical Support

Email: [Address]

24x7x365

1 hour

Customer Service

Portal/Email

Business Hours

4 Business Hours

Escalation Management

Phone/Email

24x7x365

30 minutes

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5.2 Trouble Ticket Severity Definitions

Trouble Ticket Definitions

Trouble Ticket Definitions

Severity

Impact

Customer Actions Required

Status Updates

1 - Critical

Production outage affecting multiple users

Designate contact available 24x7

Every 30 minutes

2 - High

Significant performance degradation

Designate contact available Business Hours

Every 2 hours

3 - Medium

Minor issue, non-critical

Available during Business Hours

Every Business Day

4 - Low

General questions, information requests

Normal business response

As needed

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5.3 Escalation Path

Scalation List

Scalation List

Duration

Support

Manager

Director

15 min unresolved

Notified

1 hour unresolved

Engaged

Notified

4 hours unresolved

Engaged

Notified

8 hours unresolved

Engaged

Notified

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