Item 24 - Approve Agreement for Learning Management System

Home Browse Search

modified or refined unless amended by both Parties under a written and signed amendment. The issuance of any additional terms and conditions by either Party hereto included with purchase orders or other documents are null and void. In the event of any conflict between these General Terms and Conditions and a provision of any Schedule, the provision of the Schedule will control, but only with respect to the subject matter of the Schedule. 27. Service Level Agreement and Software Support The Services provided by MERIDIAN under this agreement are bound by the Service Level Agreement (SLA) as described herein. In the case of an SLA violation, the respective remedies described herein will apply. The SLA penalty applicable in any given month is subject to a total cumulative penalty cap of 10% of the current month's hosting service fees ("Service Credits"). Any Service Credits due under this agreement will be credited promptly but in no event later than the quarter following the calculation of the Service Credit. MERIDIAN will be provided a ramp up period of ninety (90) days from software Go Live (Production go live date) before any SLA requirements and subsequent remedies go into effect. System Availability: will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time (measured in minutes) during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, System Availability for any particular calendar month is determined as follows: System Availability = (Total Monthly Time — Unscheduled Downtime) Total Monthly Time Note: "Total Monthly Time" is deemed to include all minutes in the relevant calendar month excluding minutes of downtime caused by Scheduled Downtime, only to the extent such minutes are included within the Subscription Agreement Term. MERIDIAN will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.70 % during each calendar month. MERIDIAN will undertake commercially reasonable measures to notify CLIENT in advance of Scheduled Downtime. The timing of Scheduled Downtime is subject to change at MERIDIAN's sole discretion. Measurement and Reports: MERIDIAN will monitor System Availability metrics on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the term of this agreement. MERIDIAN shall provide the System Availability report to CLIENT, on an as required basis, when requested by CLIENT. This report will contain performance metrics