OpenJustice_SLA_5.09.16.docx

Exhibit C Service Level Agreement

1. SERVICE LEVELS

1.1 Contractor represents and warrants that the SaaS will be performed in a professional manner consistent with industry standards reasonably applicable to such SaaS.

1.2 Contractor represents and warrants that the SaaS will be operational at least 99.9% of the time in any given month during the term of this Agreement, meaning that the outage or Downtime percentage will be not more than 1%.

1.3 If the SaaS availability falls below 99.9% in any month, Contractor shall provide the Department of Justice (DOJ) with a credit of that month’s bill for SaaS according to the table below.

1.4 Contractor represents and warrants that 99.5% of all transactions shall process within no more than 10 seconds, and no single transactions shall take longer than 5 seconds to process per every 3 million records.

1.5 If Contractor’s system response times fall below the warranted level for availability, Contractor shall provide DOJ with a credit; method of credit to be determined by DOJ, in the amount of 5% of the SaaS fees for that month. If Contractor’s system response times fall below the warranted level for five (5) out of seven (7) consecutive days, Contractor shall be considered to be in default, and DOJ may terminate the Agreement without penalty.

1.6 Contractor shall provide DOJ with any credits resulting from all unachieved service no later than the tenth (10th) business day of the month following the month in which the service levels was not achieved; method of credit to be determined by DOJ.

1.7 Contractor shall provide DOJ OpenJustice Project Manager with monthly reports documenting its compliance with the service levels detailed herein. Reports shall include, but not be limited to, providing the following information:

a) OpenJustice 2.0 SaaS availability by percent time, dates and minutes that SaaS were not available, and identification of technology stack/tier in which agreed upon service levels were not achieved;

b) Average transaction processing time per day, the fastest and slowest individual transaction processing time per day, the percent of transactions processed that meet the service levels stated herein, and identification of technology stack/tier in which agreed upon service levels are not met.

1.8 DOJ retains the right to use a Third Party to validate Contractor’s performance in meeting agreed upon service levels.

2. INTERRUPTIONS IN SERVICE; SUSPENSION AND TERMINATION OF SERVICE; CHANGES TO SERVICE

2.1 Notwithstanding the Force Majeure provisions contained herein, Contractor shall be responsible for providing disaster recovery SaaS if Contractor experiences or suffers a disaster. Contractor shall take all necessary steps to ensure that DOJ shall not be denied access to the SaaS for more than three (3) business days in the event there is a disaster impacting any Contractor infrastructure necessary to provide the SaaS. Contractor shall maintain the capability to resume provisions of the SaaS from an alternative location the United States and via an alternative telecommunications route in the event of a disaster that renders the Contractor’s primary infrastructure unusable or unavailable. If Contractor fails to restore the SaaS within the RPO and RTO, DOJ may declare Contractor to be in default of this Agreement and DOJ may seek alternate services, which would have otherwise been provided under this Agreement, from Third Parties. Contractor shall reimburse DOJ for all costs reasonably incurred by DOJ in obtaining such alternative services, with payment to be made within thirty (30) days of DOJ’s written request for such payment.

2.2 In the event of a service outage, Contractor will refund or credit DOJ at DOJ’s election, the pro-rated amount of fees corresponding to the time SaaS was unavailable.

2.3 Contractor warrants that the minimum technical requirements for access to and operation of the SaaS are IE 10 or higher, Firefox 5+, Google Chrome 14+, Opera 11, and Safari 5. In addition, the solution must be accessible on mobile platforms using a responsive design. If future Enhancements to the SaaS require use of newer versions of these web browsers, Contractor will provide a minimum of thirty (30) days written notice to DOJ prior to implementing such Enhancements. Additional technical requirements for complete operation of all functionality of the SaaS include

2.4 From time to time it may be necessary or desirable for either the DOJ or Contractor to propose changes in the SaaS provided. Such changes shall be made pursuant to the OpenJustice 2.0 Statement of Work. Automatic Enhancements to any software used by Contractor to provide the SaaS that simply improve the speed, efficiency, reliability, or availability of existing SaaS and do not alter or add functionality, are not considered “changes to the SaaS” and such Enhancements will be implemented by Contractor on a schedule no less favorable than provided by Contractor to any other customer receiving comparable levels of SaaS.

2.5 Contractor will provide DOJ with ten (10) business days prior written notice of any changes that will cause SaaS to be unavailable. Contractor will schedule any such time period that the SaaS will be unavailable with the DOJ. In the event of an unscheduled and unforeseen time that the SaaS becomes unavailable for any reason, except as otherwise prohibited by law, Contractor will immediately notify DOJ and cooperate with DOJ’s reasonable requests for information regarding the SaaS being unavailable (including causes, effect on SaaS, and estimated duration).

2.6 DOJ may suspend or terminate (or direct Contractor to suspend or terminate) an end user’s access to SaaS in accordance with DOJ’s policies. DOJ will assume sole responsibility for any claims made by end user regarding DOJ’s suspension/termination or directive to suspend/terminate such SaaS.

2.7 Contractor may suspend access to SaaS by an end user immediately in response to an act or omission that reasonably appears to jeopardize the security or integrity of Contractor’s SaaS or the network(s) or facilities used to provide the SaaS. Suspension will be to the minimum extent, and of the minimum duration, required to prevent or end the security issue. The suspension will be lifted immediately once the breach is cured. Contractor may suspend access to SaaS by an end user in response to a material breach by end user of any terms of use s/he has agreed to in connection with receiving the SaaS. Contractor will immediately notify DOJ of any suspension of end user access to SaaS.

5.9.2016