Service Levels

SERVICE LEVEL AGREEMENT -

This Service Level Agreement (this “SLA”) is subject to the terms and conditions of the Master Service Agreement between the Company and Vendor (the “Agreement”), and takes effect ten (10) business days after the Company’s implementation of Vendor’s system (the “System”) goes “live”. (All capitalized terms used but not defined in this SLA will have the meanings given to them in the Agreement.)

A. DEFECTS.

A “Defect” is a technical defect in or failure of the System. Defects fall into four general categories, as described below:

1. Severity Level 1 (SL1): A Defect that severely impacts the use of the System by the Company or its affiliates in a production environment (such as loss of production data or where the System is not functioning). The situation halts the ability of the Company or its affiliates to use the System after repeated attempts and no procedural workaround is available. SL1 does not include downtime for maintenance.

Response Time: Two (2) business hour.

2. Severity Level 2 (SL2): A Defect where the System is functioning but the use of the System by the Company or its affiliates in a production environment is severely reduced. The situation is causing a high impact to portions of the business operations of the Company or its affiliates and no procedural workaround is available. SL2 does not include downtime for maintenance.

Response Time: Four (4) business hours.

3. Severity Level 3 (SL3): A Defect that involves partial, non-critical loss of use of the System in a production environment. There is a medium-to-low impact on the business of the Company or its affiliates, but the System continues to function, including by using a procedural workaround made available to the Company and its affiliates.

Response Time: One (1) business day.

4. Severity Level 4 (SL4): A general usage question, reporting of a documentation error, or a recommendation for a future product enhancement or modification. There is low-to-no impact on the business of the Company or its affiliates or the performance or functionality of the system of the Company or its affiliates.

Response Time: One (1) week.

B. SYSTEM AVAILABILITY.

Vendor is committed to achieving a System availability level of 99%, twenty-four (24) hours per day, seven (7) days per week, subject to any Excluded Events and Scheduled Maintenance (as hereinafter defined).

As used herein, “Excluded Event” means any event that adversely impacts the System that is caused by: (i) the acts or omissions of the Company, its affiliates, their employees, users, contractors and/or agents; (ii) the failure or malfunction of any equipment, applications or systems not owned or controlled by Vendor; (iii) Events of Force Majeure; (iv) Scheduled Maintenance or any emergency maintenance, alteration or implementation; (v) any suspension of the System in accordance with the terms of this SLA or the Agreement; (vi) the unavailability of required Company personnel, including as a result of any failure to provide Vendor with accurate, current contact information; (vii) using the System in a manner inconsistent with its documentation; or (viii) any suspension of the System requested in writing by the Company or any of its affiliates.

As used herein, “Scheduled Maintenance” means any scheduled maintenance periods established by Vendor to provide sufficient time to maintain and update the System, when necessary. The System may continue to be available to the Company during Scheduled Maintenance, but it may operate more slowly than normal and/or some features may not be available. However, some changes will require planned downtime. Vendor will provide the Company with written notice of any planned downtime via an e-mail notice to the Company’s designated contact person at least ten (10) business days in advance of such Scheduled Maintenance to facilitate the Company’s planning efforts, with downtime maintenance not to exceed twenty-four (24) hours in any one instance.

Absent an emergency or other unusual circumstances, Scheduled Maintenance for the System shall be conducted during the following window:

Saturday 12:00 midnight – 6:00 am Eastern Standard Time.