Uptime Agreement Template for United States

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Key Requirements PROMPT example:

Uptime Agreement

"Need to draft an Uptime Agreement for our new cloud storage service that guarantees 99.9% availability, includes service credits for downtime, and specifies monthly maintenance windows of up to 4 hours starting January 2025."

Document background
The Uptime Agreement serves as a critical document in technology service relationships, particularly in scenarios where system availability is essential to business operations. This contract type specifically addresses the provider's commitments to maintain system availability at agreed-upon levels, typically expressed as a percentage of total time. Used extensively in the United States technology sector, it includes precise definitions of downtime, measurement methods, excluded events, and compensation mechanisms when service levels are not met. The agreement becomes especially important in cloud services, hosting, and mission-critical systems where service interruptions can have significant business impact.
Suggested Sections

1. Parties: Identification of the service provider and customer, including legal names and addresses

2. Background: Context of the agreement and brief description of the services being provided

3. Definitions: Key terms used throughout the agreement, including technical terminology

4. Service Level Commitments: Specific uptime guarantees and performance metrics

5. Measurement and Reporting: How uptime is measured and reported to the customer

6. Service Credits: Compensation mechanism for failing to meet uptime commitments

7. Force Majeure: Circumstances beyond reasonable control that excuse performance

8. Term and Termination: Duration of agreement and termination conditions

Optional Sections

1. Maintenance Windows: Scheduled downtime periods for regular system maintenance

2. Security Requirements: Specific security measures and compliance requirements for handling sensitive data

3. Disaster Recovery: Procedures for system recovery after major incidents in critical systems

4. Customer Obligations: Customer responsibilities and requirements necessary for service delivery

Suggested Schedules

1. Schedule 1 - Service Level Metrics: Detailed breakdown of uptime calculations and measurement methodologies

2. Schedule 2 - Service Credit Calculation: Detailed formula for calculating service credits

3. Schedule 3 - Technical Support Details: Support levels, response times, and escalation procedures

4. Schedule 4 - Infrastructure Specifications: Technical details of the infrastructure covered by the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

FISMA: Federal Information Security Management Act - Sets standards for federal information security management and data protection

ECPA: Electronic Communications Privacy Act - Governs electronic communication interception and privacy considerations

CFAA: Computer Fraud and Abuse Act - Addresses unauthorized access and computer-related fraud

GLBA: Gramm-Leach-Bliley Act - Requires financial institutions to explain information-sharing practices and protect sensitive data

HIPAA: Health Insurance Portability and Accountability Act - Regulates protection of healthcare data and patient information

State Data Protection Laws: Various state-specific regulations governing data protection and privacy requirements

PCI DSS: Payment Card Industry Data Security Standard - Security standards for organizations handling credit card data

SOX: Sarbanes-Oxley Act - Compliance requirements for publicly traded companies regarding financial reporting and controls

UCC: Uniform Commercial Code - Standardized state laws governing commercial transactions and contracts

FTC Regulations: Federal Trade Commission regulations governing fair business practices and consumer protection

Force Majeure: Legal doctrine addressing unforeseeable circumstances preventing contract fulfillment

Liability Limitations: Legal provisions defining the extent and limitations of liability in service agreements

State Contract Laws: State-specific regulations governing contract formation, enforcement, and interpretation

SLA Standards: Service Level Agreement standards defining performance metrics and service expectations

Industry Uptime Requirements: Sector-specific standards and requirements for system availability and performance

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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