Service Level Agreement for providing Annual Maintenance Services for STPI.in Project

Transcription

1 Annexure SLA Service Level Agreement for providing Annual Maintenance Services for STPI.in Project This SERVICE LEVEL AGREEMENT is made on this the between Director, STPI Bangalore, Bangalore (hereinafter called STPI-B ) hereinafter called First Party ; AND Successful bidder ( Second Party) WITNESSTH NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS: NOW IT IS HEREBY AGREED as follows 1 Definitions First Party: Director STPI, Electronics City, Hosur Road, Bangalore Second Party: Successful Bidder. IT Services: These services include availability of , web and DNS services to the users. Primary Site: STPI Electronics City,Bangalore, where the services ( , DNS and web) are hosted. DR Centre: STPI Noida, where the services ( , DNS & web) are hosted for business continuity. Hardware AMC: Supplier has to provide comprehensive AMC for Servers & Network equipment as per the Annexure AMC Hardware Software AMC: Supplier has to provide comprehensive AMC for proprietary software (1) Checkpoint and (2) Symantec Net backup Help desk: Help Desk is the facility of the successful bidder, who has to provide Docket No/Trouble Ticket to STPI, upon reporting the problem pertaining to the Hardware & Software, as per the contract and also to track until the resolution of the problem. STPI Page 1 of 10

2 Supplier: Successful Bidder Service: The Comprehensive Maintenance service as described at section 4 of this document. MTTR: Mean Time to Repair. It is the minimum time to restore services, in hrs. The MTTR for all the hardware (Server & network equipment) and software is as per the Annexure AMC. The MTTR shall not exceed beyond its stated hrs as mentioned in the MTTR table below, from the time the complaint is logged at Second Party s help desk. MTTR would be calculated as per the logs maintained in the tools of Help Desk of the successful bidder. MTTR is applicable as per the STPI working hours ( 8:15 AM to 4:45 PM) Response Centers: This means the support location in Bangalore from where the Second Party shall carry out the Maintenance of the hardware and software. Comprehensive Maintenance: Includes maintenance of AMC Hardware and software. Comprehensive maintenance including replacing the faulty hardware. 2 Agreement Period The term of this agreement shall be for a period starting from up to 3 Comprehensive Maintenance Service Charges: The Comprehensive Maintenance service charges payable by the First Party to the Second Party is Rs. ( only), which is exclusive of all applicable taxes. However, in case of non conformity to the Service Levels as per Section 5 and 6, deducts as per Section 7 shall be deductible by the first party from the mentioned amount of Rs The service charges will be paid half yearly in advance, against submission of invoices. 4 Maintenance Services: Scope of Works The Second Party shall provide Maintenance Services as described below: 4.1 Maintenance of hardware & Software as per Annexure Hardware AMC and Software AMC, in the working condition. 4.2 Support for any calls reported as problem with Helpdesk, and fix the issues/problems within defined MTTR. 4.3 Replacement of any faulty hardware at Primary site and DR Centre as per MTTR. 4.4 During the comprehensive maintenance period the Second Party shall provide software updates, patches/ fixes, version upgrades and should carry out the installation and operationalization of the same at no additional cost to GoK. STPI Page 2 of 10

3 5. Mean time to repair (MTTR) for Hardware and Software. Any server component failure reported to Help Desk engineer of successful bidder, shall be diagnosed immediately within 4 hours from the time of reporting and shall replace the faulty hardware within 8 hours including diagnosis time 4 hours. Any delay shall be considered for penalty as per SLA Monitoring In order to ensure the compliance with SLA, SLA review will be done by the Director STPI or its representative. It is the responsibility of the Second Party to submit the reports to STPI, end of every quarter. 7 Monthly Deducts for Non Performance: The First Party shall deduct penalties in the event of not meeting the service levels defined at section 5 and 6, as per the details in the table below: Calculation of Penalty for breach of MTTR: Penalty = No of calls not Meeting MTTR *Fixed Penalty of the respective category + No of calls not Meeting MTTR *Additional Penalty of the respective category. 7.1 Penalty for breach of MTTR for Hardware and Software: Hardware failure at STPI, covered under comprehensive MAINTENANCE shall attract the penalty based on severity as below. Severity High: Hardware/Software failure (Both main chain and redundant chain) at Primary site STPI-Bangalore, causes non availability of services. Severity Low: Hardware failure causes only a segment of the service gets affected e.g failure of hardware/software on single chain of equipment. MTTR Penalty for Breach Severity High Penalty for Breach Severity Low < 8 hours No Penalty No Penalty > 8 hrs & </= 12 1% of the yearly AMC cost. No penalty hours > 12 hrs & </= 16 hours 2% of the yearly AMC cost 1% of the yearly AMC cost > 16 hrs & </= 20 hrs 3 % of the yearly AMC cost 2% of the yearly AMC cost > 20 hrs & </= 24 hrs 4% of the yearly AMC cost 3% of the yearly AMC cost > 24 hrs & </= 30 hrs 5% of the yearly AMC cost 4% of the yearly AMC Cost > 30 hrs Forfeit PBG & terminate contract. 5% of the yearly AMC Cost STPI Page 3 of 10

4 Note: The number of hours will be accounted for only during 8:15 AM to 4:45 PM ( Monday to Friday). 8 Report Submission: The Second party shall ensure to submit the following previous month reports within 4 th week of every quarter to STPI. SLA report as per MTTR Preventive Maintenance Reports Breakdown call Report Summary of the hardware failure Report 9 Escalation Contact Any breach in meeting MTTR, will be escalated to the support level indicated by successful bidder. The support level shall be available on 24/7 basis. support level level 0 level 1 level 1- level 2 level 2-level 3 Escalation Time for unresolved support incidence 2 hours 4 hours 8 hours Person in charge Location Phone /Mobil e STPI Page 4 of 10

5 Force Majeure The Second Party shall not be deemed to be in default if the performance of its obligations hereunder is delayed or prevented by conditions constituting force majeure which shall include but not be limited to earthquakes, floods, war, hostilities, riot and disorders, nation wide, state wide or city wide strikes, Satellite fault or failure, lightening, withdrawal of permissions, fire, or any act of God or any other reason or cause whatsoever beyond the reasonable control of the Second Party. All periods, hereunder fixed shall be deemed to have been extended by the periods equal to the periods of delay on account of the conditions constituting force majeure. Jurisdiction This agreement shall be subject to the jurisdiction of Courts at Bangalore. Dispute Resolution All disputes/differences arising out of or in connection with this Agreement or the Project shall be first amicably resolved by mutual discussions between the authorized representatives of the parties, failing which such disputes/differences shall be referred to Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/or any statutory modifications thereof. The Arbitral Tribunal shall consist of four arbitrators, one to be appointed by each Party. The three nominated arbitrators shall be obligated to appoint and nominate the fourth Arbitrator who shall act as the presiding Arbitrator. The award rendered by the Arbitral Tribunal shall be final and binding upon the parties and the venue of such Arbitration proceeding shall be Bangalore. Independent Status. Second Party acknowledges and agrees that it is an independent Second Party and its personnel are not First Party or Service provider s agents or employees whatsoever and are not entitled to any First Party or Service provider s employee benefits. Second Party assumes sole and full responsibility for the acts of its personnel and Second Party and its personnel have no authority to make commitments or enter into contracts on behalf of First Party or Service provider, bind or otherwise obligate First Party or Service provider in any manner whatsoever. Second Party, and not First Party & Service provider, is solely responsible for the compensation of its personnel assigned to perform services hereunder, and payment of worker's compensation, disability and other similar benefits, unemployment and other similar insurance and for withholding income and other taxes and social security. Second Party shall perform the services hereunder independently. Second Party shall hold themselves fully responsible for any claims have or make for damages or compensation for anything done or omitted to be done in the STPI Page 5 of 10

6 course of carrying out the work covered under this agreement whether arising in First Party or Service provider s premises or elsewhere and shall agree to indemnify and keep indemnified First Party and Service provider against all and such claims, if made against the First Party or Service provider and all costs of proceedings, suits or action (as between attorney and client) which the First Party or Service provider may incur or sustain in respect of the same. Terms of Termination Not withstanding any thing else contained herein, this Service Level Agreement can be terminated: a) By the Second Party in giving 60 days notice in writing to the First Party if the First Party will fail to pay any sum due under the terms of this contract within 30 working days of receipt of Invoice (otherwise than as consequence of any default on the part of the Second Party) and such sum remain unpaid for more than 30 working days after the date of issue of notice by Second Party. b) By the First Party on giving 60 days notice, in writing to the Second Party if the performance of the Second Party is not satisfactory, provided the Second Party has failed to take the remedial steps within 30 days of the receipt of such notice. c) By either party forthwith on giving notice to the other in writing if the other commits a serious breach of any term of this agreement (other than any failure by the First Party in making payment) and in the case of breach not remedied within 30 days of such notice. d) On the termination of this Contract for the sole fault or failure of the Second Party under (b) and/or (c) above the First Party shall be entitled to the reimbursement of pro-rata part, calculated on a time basis, of the maintenance charges paid in advance. Mode of Payment The charges for Hardware & Software AMC, during the Agreement period, as indicated under Applicability Clause will be paid to the Second Party by the First Party half yearly in advance of the respective year AMC Charges, to which the advance payment relates. The performance obligations of Second Party under this contract shall cease automatically upon expiry in case the payment is not received by Second Party before the expiry of the period of 30 working days. Performance Bank Guarantee ( PBG) The Second Party shall submit a PBG to First Party before the beginning of the first month of the respective year, which will be valid for one year for the amount equal to 10% of the amount payable towards AMC Charges, of the IT infrastructure ( e- mail, DNS and Web) for that year. The Second Party shall on its own, extend validity period of PBG for similar terms at least one month prior to the date of expiry of the PBG without any demand or notice from First Party on a year to year basis, throughout the contract period. STPI Page 6 of 10

7 Payment will be made only after the receipt of the PBG. Confidentiality The Second Party agrees to keep confidential all the terms of this agreement and shall not divulge any such information/document to any other persons unless the same are of public domain. Representations and Warranties Second Party represents and warrants that: (i) it has the authority and the right to enter into this Agreement and, to perform services and provide materials, information and deliverables hereunder, and that its obligations hereunder are not in conflict with any other Second Party obligations; (ii) there are no actions, suits or proceedings, pending or threatened, which will have a material adverse effect on Second Party s ability to fulfill its obligations under this Agreement. Second Party promises to keep First Party and Service provider informed of any developments in this regard. (iii) it will perform its obligations in a manner that complies with applicable laws, regulations, ordinances and codes, including identifying and procuring required permits, certificates, approvals and inspections; (iv) (v) (vi) each of its personnel has the proper skill, training and background necessary to accomplish their assigned tasks; it will keep all the documents related to service & hardware uptime regularly and shall provide the same for First Party and Service provider reference immediately on request. all Services shall be performed in a competent and professional manner, in accordance with the Services Levels, applicable specifications and documentation as set forth herein and also from time to time, by qualified personnel under the direction and control of Second Party and shall conform to First Party and Service provider requirements hereunder; in accordance with the terms of this agreement. (vii) First Party and Service provider shall have the right to use for its own purposes, any ideas, methods, techniques, materials and information provided to or otherwise obtained by First Party and Service provider as a STPI Page 7 of 10

8 result of this Agreement, without restriction, liability or obligation, except as may be specified herein; (viii) a proper and comprehensive background check has been done on each of its employees deployed at the project sites and at First Party and Service provider and that none of them have any criminal antecedents. (ix) it undertakes to cover all its employees deputed to the project under this agreement and at First Party and Service provider under all applicable provisions of statutes, including but not limited to, the EPF Act 1952, ESI Act 1948, Minimum Wages Act 1948, Maternity Benefits Act AMENDMENT Any amendment, waiver or variation of this agreement will not be binding on the parties unless set out in writing, expressed to amend this agreement and signed by or on behalf of each of the parties by their duly authorized representatives. SEVERABILITY The illegality or unenforceability of any of the provisions herein shall not affect the validity, legality and enforceability of the remaining provisions. SURVIVAL Following the determination or termination of this Agreement, the Parties shall remain obligated under all provisions of this Agreement which by their terms continue or are incidental to the performance of the obligations under such provisions NOTICE Any notice or any other document to be served under this agreement may be delivered by registered post acknowledgement due or sent by facsimile process or in person to the party to be served at the address of that party identified at the first page of this agreement and marked for the attention of the signatory to this STPI Page 8 of 10

9 agreement or at any other address or fax number as may have been notified to the other party in accordance with this clause. LEGAL FEES. Any dispute arising between the parties with respect to the matters covered by this Agreement leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its attorney's fees, expert witness fees and out-of-pocket costs incurred in connection with such proceedings, in addition to any other relief that may be occasioned. ENTIRETY. This Agreement, together with the Exhibits, Annexure and attachments hereto, contains the entire agreement between the Parties and supersedes any prior inconsistent agreements, negotiations, representations and promises, written or oral between the Parties respecting the subject matter hereof. MARGINAL HEADINGS The marginal headings or notes herein shall not be deemed to be part thereof or be taken into consideration in the interpretation or construction thereof or of the contract. COUNTERPARTS This Agreement executed in three counterparts, each of which shall be deemed as effective as the original Agreement for all intents and purposes and all of which shall constitute a single Agreement and Service Provider shall have the custody of this original Agreement and the First Party & the Second Party shall have the counterpart and the stamp duty on the counterpart is paid in accordance with Article 22(b) of The Karnataka Stamp Act. Limitation of Liability Under no circumstances shall either party be liable to the other for any special indirect or consequential damages, including, but not limited to, loss of profit, loss of use, loss of STPI or damages to business or reputation arising from the performance or non-performance of any aspect of this agreement even if the party has been advised of the possibility of such damages. Second Party total cumulative liability arising from or relating to this agreement, whether in contract, in tort, under a theory of strict liability or otherwise, will be limited to the aggregate amount paid to Second Party under this agreement during the preceding six (6) months. STPI Page 9 of 10

10 The rights and remedies provided herein are in addition to those available at law or in equity. Transfer The Second Party shall not have the right to assign or transfer the benefit or obligation of this agreement or any part thereof. WAIVERS A waiver whether express or implied by one of the parties of any of the provisions of this agreement or of any breach of or default by the other party in performing any of those provisions will not constitute a continuing waiver and any such waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this agreement not waived or from acting on any subsequent breach of or default by the other party under any provisions of this agreement. EXECUTED under hand in three originals the day and year first before written SIGNED for and on behalf of THE SECOND PARTY BY Signature Title Witness SIGNED for and on behalf of THE First Party BY Signature Title Witness Annexure Hardware AMC & Software AMC List of Servers, Network Equipment & Software STPI Page 10 of 10