1 TEMPLATE INTRODUCTION

Service Level Agreements (SLA) is considered an important attachment or a

separate document to PPP projects. All clauses in the contract that encourages a
performance and service level management schemes will have a reference in
this Agreement.
introduction

PURPOSE AND OBJECTIVES

< The SLA should contain a brief statement on the purpose and objectives of the
Agreement being drawn up between the two parties.
The drawing up of a detailed SLA achieves a number of objectives:
It defines the terms and basis under which the Services will be delivered.
It states how the Service performance levels will be measured.
It specifies the Services to be delivered.
>

PARTIES TO THE AGREEMENT

<It is necessary to identify the parties involved in this Agreement along with
their addresses.>

COMMENCEMENT DATE
<It is necessary to specify the commencement date of this Agreement as this is
the effective date of the legal Agreement between both parties. This date is
usually the same as the commencement date specified in the PPP Contract.>

DURATION OF THE AGREEMENT

<This section of the Agreement shall specify the duration of this Agreement and
is usually the same as in the PPP Contract.>

DEFINITIONS
<It is necessary for the terms used in the Agreement to be clear to prevent any
misunderstandings. The terms and their definitions shall be negotiated and
agreed upon between both parties.>

<PPP Project Name>

2 PERIODIC REVIEW
< This section of the Agreement shall specify the periodic reviews and
amendments to this Agreement, who updates the document and where is the
document stored/located.>

Service Level Agreement

<PPP Project Name>

3 SERVICES DESCRIPTIONS
< This section of the Agreement shall provide a full description of the Services
provided by the Private Partner to the Agency. This should include all specific
activities that will be required to properly implement the Agreement including
how specific services are to be provided, resource requirements, adhering to the
defined schedule of activities and all service delivery processes used/supported
by the Private Partner.>

Service Level Agreement

<PPP Project Name>

4 AGENCY RESPONSIBILITIES
<This section of the Agreement shall specify the responsibilities of the Agency in
support of this Agreement.>

Service Level Agreement

<PPP Project Name>

PRIVATE PARTNER RESPONSIBILITIES

<This section of the Agreement shall specify the responsibilities of the Private
Partner in support of this Agreement.>

Service Level Agreement

<PPP Project Name>

6 SERVICE MANAGEMENT
< This section of the Agreement shall specify the Service Availability,
Maintenance, Measurement, and Reporting>

SERVICE AVAILABILITY
< This section shall specify and agree the availability of required services.
Availability can be specified as percentage of time or as a period which is free
from operational failures. This section shall specify clearly the availability
specification for all Services as mentioned in Clause 5: Services Descriptions,
and may be broken down by application, environment or categories specific to
Agency requirements or Private Partner constraints >

AVAILABILITY RESTRICTIONS
< This section of the Agreement shall document specific times the Private Party
requires service restrictions. These restrictions include provisions for normal
system maintenance and details of unscheduled system downtime.>

SERVICE MAINTENANCE
< This section of the Agreement shall specify the Maintenance Windows for all
services if applicable.
To meet the Service Level expectations, maintenance is a must procedure.
Maintenance will sometimes render the service unavailable to the public. It is a
good practice to agree on these Maintenance Windows in the SLA as not to
count them as unavailability.>

SERVICE MEASUREMENT
< This section shall establish the measurements to be used to make sure the
optimal provision of services. Measurements can be defined in terms of service
availability (i.e. uptime), service performance (i.e. throughput, response time)
and service quality (i.e. number of unscheduled outages, customer surveys).>

Service Level Agreement

<PPP Project Name>

SERVICE REQUESTS
< This section of the Agreement shall establish the response by the Private
Partner to the Agency based on an request submitted by the Agency. Reference
to the service support policies, processes and related procedures may be
included. Specific incident and/or request parameters, thresholds and/or
samples may be inserted here for additional clarification. >
Example:
In support of services outlined in this Agreement, the Private Partner will
respond to service related incidents and/or requests submitted by the Agency
within the following time frames:

One (1) hour (during business hours) for issues classified as

Critical.
Two (2) hours (during business hours) for issues classified as High
priority.
Four (4) hours (during business hours) for issues classified as
Medium priority.
Eight (8) hours (during business hours) for issues classified as Low
priority.
Twenty Four (24) hours (during business hours) for a general
service Request.

SERVICE REPORTING
< This section of the Agreement shall specify the reporting needed by the
Private Partner to the Agency. Reporting is necessary to make sure that agreed
service levels are maintained. These reports must align with the service
measurements set forth described section 7.4 above and support these
measurements. All recipients and responsible parties should be outlined with
contact information.>

Service Level Agreement

<PPP Project Name>

SERVICE LEVEL CREDITS
<This section of the Agreement relates to the failure of the supplier/the basic
partner to meet service levels which have been monitored and measured under
the SLA, providing the customer a credit or rebate (Service Credits) if the
supplier fails to meet certain defined thresholds. The Service Credits which are
calculated by reference to the supplier's charges for providing the Service.
However, Service Credits play a significant role in encouraging the right behavior
between parties. If the service credits are set too low, the customer is likely to
become frustrated by the basic partner/the supplier's failure to perform and to
look for opportunities to terminate. If they are too high then the supplier might
become overly focused on performing to the letter of the contract, rather than
providing an overall service. The most rational approach is for service credits to
be negotiated by reference to the risk and responsibility apportioned between
the parties, rather than by reference to the basic partner/the supplier's profit. >

SERVICE CONTINUITY MANAGEMENT

<This section of the Agreement contains service recovery plans and related
details if required. This section should identify the requirements of Service
Continuity Management including the time frame for restoring key business
functions and the timeframe for restoring all business function.>

Service Level Agreement

<PPP Project Name>

7 SUPPORTING DOCUMENTATION
< This section of the Agreement shall specify the documentation that is
associated with this Agreement.>

Service Level Agreement

<PPP Project Name>

8 TERMINATION
< This section of the Agreement addresses provisions to define the events that
will trigger termination, other than termination of the PPP Contract in
accordance with Section 2.4. For example, a persistent failure to meet the
service levels over a period of time will give rise to a right of termination. It is
common for services contracts to include a right of termination for material
breach, however, this term is not always easy to define and may not introduce
the level of certainty required. A material breach is subjective and will depend
upon the terms and duration of the agreement, the nature and consequences of
the breach and the factual background. It is likely that a material breach is
something less than a repudiatory breach (giving rise to a right of termination
under the general law) but, in the absence of a contractual definition, the
materiality of a breach is difficult to measure. This will need to be negotiated on
a case by case basis based on the relevant PPP Contract. >

Service Level Agreement

10

<PPP Project Name>

9 GENERAL PROVISIONS
<This section of the Agreement encompasses standard terms and provisions
which shall be included in each Agreement and are not subject to change.
(a) Severability. If any provision of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, such determination shall
not affect the validity or enforceability of any other provision hereof.
(b) Entire Agreement. This Agreement, together with the PPP Contract,
represents the entire agreement of the parties with respect to the subject
matter hereof and any other previous understanding, commitments, or
agreement, oral or written, between the Agency and the Private Partner with
respect to the subject matter hereof.
(c) Notices. Any notices given hereunder shall be given pursuant to and as
provided in the PPP Contract.
(d) Waiver. No failure by either party to insist upon the strict performance of any
covenant, term or condition of this Agreement, or to exercise any right or
remedy, shall constitute a waiver of such right or remedy on any subsequent
occasion.
(e) Governing Law. The validity, construction, scope and performance of this
Agreement shall be governed by the laws of the Kingdom of Saudi Arabia,
exclusive of its choice of law provisions.
(f) Amendments. This Agreement may not be amended except in writing
executed by duly authorized representatives of both the Agency and the Private
Partner.
(g) Assignment. This Agreement may not be assigned by either party except in
connection with and under the circumstances permitted under the PPP Contract.
Subject to the foregoing, this Agreement will be binding on the parties and their
respective successors and permitted assigns.
(h) Counterparts. This Agreement may be signed in one or more counterpart
copies, all of which together shall constitute one Agreement and each of which
shall constitute an original.>

Service Level Agreement

11

<PPP Project Name>

10 AGREEMENT APPROVAL
<This section is the last section of the Agreement and it includes the signatories
and date for each signatory.>
Example
__________________________
Agency deputy

__________________________
Private Partner deputy

Service Level Agreement

12

_____________________
Date

_____________________
Date