Other than the Customer’s termination rights as set forth in the Contract, A Service Credit shall be the Customer’s exclusive financial remedy for a failure to meet a Service Level. Both Parties agree that the Service Credits are a reasonable method of price adjustment to reflect poor performance. The Supplier acknowledges and agrees that any Service Credit is a price adjustment reflecting the value of any lost service caused by failure to meet a Service Level.

The Supplier acknowledges that any failure to meet a Service Level may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in this Agreement below, including the right to any Service Credits (as defined below). The Supplier shall at all times during term of this Agreement provide the Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion, as defined herein below. All capitalized terms not defined herein shall have the meanings ascribed to them in the Contract. When signed, this Agreement will form a part of the Contract, and upon signing this Agreement, the Contract shall be automatically changed, in accordance with its terms, from a monthly contract to a yearly contract. NOW, THEREFORE, in consideration of the foregoing, and of the terms and conditions and the Service Levels, the Parties hereby agree as follows: WHEREAS, customer is willing to continue with the Contract past the original end date solely upon Supplier’s acceptance of the terms and conditions of this Agreement, and Supplier confidently accepts the terms and conditions herein WHEREAS, the Contract states that a service level agreement is a condition precedent to any extended term of the Contract and WHEREAS, the Parties have entered into an agreement effective as of (the “Contract”) for the provision by Supplier of the Services (as defined therein) (the “Services”) and This Service-Level Agreement (this “Agreement” or this “Service-Level Agreement”), effective as of, (“Effective Date”) is made by and between, a company organized and existing in, with offices located at (“Customer”) and, a company organized and existing in, with offices located at (“Supplier”).

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