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PLAYBOOK TEMPLATES

Security Addendum SOC 2 Compliance

A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.

Service Levels & SLAs

Why This Matters: Well-defined SLAs ensure business continuity, align vendor incentives with client needs, and provide tangible remedies for poor performance.

Negotiation strategy

If you're the Client:

Ensure SLAs are measurable and enforceable, with clear reporting, credits, and termination rights tied to performance thresholds.

If you're the Vendor:

Negotiate flexible terms that allow for reasonable exceptions and ensure the ability to meet service commitments without excessive penalties.

Essential elements

1

Performance Metrics

Defines service quality standards.
2

Uptime Commitments

Guarantees service availability percentage.
3

Remedies for Failure

Outlines compensation for unmet SLAs.

Action framework

ACCEPT

Propose edits when metrics are vague or unenforceable.

EDIT

Reject clauses lacking clear remedies or termination rights.

ADD

Add clauses for reporting requirements and force majeure.

PRO TIP

Always ensure SLAs include specific performance metrics and clear remedies to protect against service failures.

Example clauses

FAVORABLE

Preferred SLA Clause

"The Service Provider shall ensure that the Services meet the following performance metrics: [insert specific metrics, e.g., response time, resolution time]. The Service Provider guarantees an uptime of [insert percentage]% during each calendar month."
NEUTRAL

Fallback SLA Clause

"Simplified SLA clauses with basic performance metrics and remedies, if negotiation requires flexibility."
UNFAVORABLE

Unfavorable SLA Clause

"Avoid vague or unenforceable SLA language that lacks clear metrics or remedies."

Fallbacks

High-Risk Projects

In high-risk projects, SLAs should include stricter performance metrics and more significant remedies to mitigate potential impacts on business operations.

Start-Up Vendors

For start-up vendors, consider flexible SLAs that allow for growth and adaptation while still ensuring basic service levels.

Multi-Vendor Environments

In multi-vendor environments, ensure SLAs are coordinated across all providers to prevent service gaps and ensure accountability.
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