Table of Contents

1      Agreement Details. 4

2      Agreement Overview.. 4

3      Goals & Objectives. 4

4      Stakeholders. 4

5      Periodic Review.. 5

6      Remote support – Service Agreement 5

7      On-site support – Service Agreement 10

8      CP Care & Warranty Extension – Service Agreement 10

9      Customer Requirements. 11

10         Supplier Requirements. 12

11         Agreement Adjustments. 12

12         Non-disclosure agreement 12

13         Appendices. 12

1       Agreement Details

1.1      Involved Parties

The Supplier:                       Chicago Pneumatic

The Customer:                    [Customer Name] 

1.2      Agreement Principles

The Supplier will be referred to as “we”, “the supplier” or “the service provider”. 

The Customer will be referred to as “you” or “the customer”.

1.3      Agreement Version(s)

1.4      Effective dates

Agreement start date: Refer to your signed contract

Agreement End date: The agreement will be valid from the “Agreement start date” for a period of 12 months and will be automatically renewed for subsequent 12 month periods.

1.5      Agreement Approvals

By signing below, all Approvers agree to all terms and conditions outlined in this Agreement.

2       Agreement Overview

This Agreement represents a Service Level Agreement ("SLA" or "Agreement") between the supplier and the customer for the provisioning of technical services/support required to support and sustain the supplier’s product(s) or service(s).

This Agreement remains valid until superseded by a revised agreement mutually endorsed by all parties.

This Agreement outlines the parameters of all services covered as they are mutually understood by the primary stakeholders.

3       Goals & Objectives

The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent service, support and delivery to the customer by the service provider.

The goal of this Agreement is to obtain mutual agreement for service provision between the service provider and customer.

The objectives of this Agreement are to:

·         Provide clear reference to service ownership, accountability, roles and/or responsibilities.

·         Present a clear, concise, and measurable description of service provision to the customer.

·         Match perceptions of expected service provision with actual service support & delivery.

4       Stakeholders

The following person(s) within the service provider and customer will be used as the basis of the Agreement and represent the primary stakeholders associated with this SLA:

Service Provider:                 David Herault

[Local CP Stakeholder Name]

                                               [Local CP Stakeholder Name]

                                               And more if needed

Customer:                             [Customer Stakeholder Name]

                                               [Customer Stakeholder Name]

                                               And more if needed

5       Periodic Review

This Agreement is valid from the Agreement Start Date and is valid until the Agreement End Date; both are outlined in Section 1.4. This Agreement should be reviewed at a minimum once per fiscal year; however, in lieu of a review during any period specified, the current Agreement will remain in effect.

Contents of this document may be amended as required, provided mutual agreement is obtained from all primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements / approvals with each new revision as required.

Document Owner: [CP Contact in charge of maintaining contract]

Review Period: [Monthly / Quarterly (3 months) / Bi-Yearly (6 months) / Yearly (12 months)]

Previous Review Date: [Previous Review Date]

Next Review Date: [Next Planned Review Date]

6       Remote support – Service Agreement

The following services and products are the responsibility of the Service Provider in the ongoing support of this Agreement.

6.1      Service Scope

The following services are provided by this Agreement;

·         Support Portal access

o    Customer Support Portal access containing technical information / documents regarding the supported products.

o    Customer Support Portal access allowing users to contact a manned support team via electronic ticket creation.

o    Customer Support Portal access allowing users to check ongoing, resolved, or closed tickets,

o    Customer Support Portal access giving users notification of new releases, software issue resolutions, new features and software enhancements.

·         Manned support

o    Manned Email Support on https://cpgeorgesrenault.freshdesk.com.

o    Manned Phone/Teams Support when required by the service provider.

o    Remote Assistance using TeamViewer or a specified Virtual Private Network (VPN) connection where available and when required by the Supplier.

·         Updates & Upgrades

o    Unlimited access to supported updates & upgrades on customer request.

6.1.1       Scope of supply

Refer to Appendix 13.3.1.

6.1.2       Product Scope limitations

Support is provided on the products listed in Error! Reference source not found. Error! Reference source not found., and on these products only.

The support of the products listed in Error! Reference source not found. Error! Reference source not found. is provided on its software and firmware elements only.

The following scope of support is provided on the products listed in Error! Reference source not found. Error! Reference source not found.:

Support on the following matters is not covered by this SLA (not restrictive):

-       Hardware related issues.

-       Lines of products having reached EOS (End Of Support).

-       Unsupported lines of products.

-       Third party equipment or accessory connected to a supported product.

All incidents related to any of the above matters should be reported on the Support Portal. The service provider, through its remote support team, shall redirect these tickets toward the local relevant Chicago Pneumatic department. These tickets are not covered by this SLA.

6.1.3       Supported product versions

The service provider, through its support team, reserves the right to request a Software/Firmware update or upgrade on any equipment directly or indirectly related to an incident, whether this equipment was acquired from the supplier of service or not.

Refusal from the customer to proceed to this Software/Firmware update or upgrade will result in the SLA timer (refer to 6.5.2 Ticket Management) to be stopped until the Software/Firmware update or upgrade performed or the ticket is closed.

6.2      Service delivery

Support will be provided by the service provider through its remote support teams.

6.3      Ticket Scope 

The following ticket quantities are covered by this Agreement. In case of exceeding these values the current Agreement will remain in effect however the Customer may be subject to extra billing or negotiation by the Document Owner.

The following “In-Scope Ticket Limit” defines the maximum expected tickets from the Customer. It is seen here as a total of all ticket types which are limited in quantity (See section 13.1 Ticket types).

6.4      Service Availability 

6.4.1       Available service hours

The services defined within this Agreement are available within the working hours defined. All hours are written in [GMT+1].

6.4.2       Bank Holidays and National Holidays 

The services defined within this Agreement are not available during the days defined below.

6.4.3       Service Coverage

The following features are available at all times:

·         Access to the Support Portal including all available technical content and tickets history.

The following features are available within the Available service hours:

·         Electronic ticket support.

·         Email support when required by the service provider.

·         Telephone support when required by the service provider.

The following features are available out of service hours:

·         Electronic tickets received outside of office hours will be collected, however no action is expected before the next working day.

·         Emails received outside of the available service hours will be collected, however no action is expected before the next working day.

6.5      Service Management

Effective support of in-scope products is the result of maintaining consistent service levels. The following sections provide relevant details about service availability, service response times and in-scope support types.

6.5.1       Service Response Times and Severity Levels

In support of services outlined in this Agreement, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the time frames defined below.

6.5.1.1       Software related incidents

For Software related incidents, the followings terms apply:

Note: Target Resolution Times do not apply where a ticket has been exempted. See section 6.5.1.3

6.5.1.2       Hardware related incidents

For tool hardware and tool firmware related incidents, the severity levels, their definition as well as the initial response time are identical to the software related incidents.

The Service Provider will take all reasonable efforts to resolve the incident within the shortest time possible. Should replacement or additional hardware be required to ensure complete resolution of the incident, the time required for quoting, ordering and delivering this hardware will not be held against the Service Provider.

6.5.1.3       Exceptions

Quality Issues

Tickets reported to the Service team that are analysed and found to be a quality issue (software only) will be given the status “Waiting for Issue Resolution”. These issues are not covered by this Agreement and therefore the SLA timer is stopped.

The customer will be notified of any changes to the status of an exempted ticket or if the Supplier has any planned action to resolve the found issue however this does not have to be done within the original Target Resolution Time.

Feature Requests

Tickets reported to the Service team that are analysed and found to be a feature requests will be given the status “Waiting for Feature Request”. These issues are not covered by this Agreement and therefore the SLA timer is stopped.

The customer will be notified of any changes to the status of an exempted ticket or if the Supplier has any planned action to resolve the found issue however this does not have to be done within the original Target Resolution Time.

On Demand Activity

Tickets reported to the Service team that are analysed and found to be a request for on demand activity will be treated like a normal ticket however the resolution of the ticket is based on the activity being organised and not the activity being a carried out.

If the activity if carried out remotely by a remote support agent then the customer will be notified of any work done via email separately. A record will also be found within the Support Portal under then Tickets section.

All activities carried out as a result of an On Demand Activity ticket are billed separately unless they are otherwise specified within the Service Scope (See section 6.1).

6.5.2       Ticket Management

In support of services outlined in this Agreement, the Service Provider will respond to service related incidents with the following statuses when supporting requests submitted by the Customer;

6.5.2.1       Ticket Activity

Remote Intervention

Tickets reported that require remote intervention will be conducted by TeamViewer connection established by the Suppler, a specific ad-hoc connection established by the customer or a pre-established VPN connection that is supplied by the Customer but available to the Supplier at all times.

Ticket Diagnosis

Tickets reported that require extra information or testing from the customer may be put into an “Awaiting your reply” status. During this time the SLA timer will be switched off until further information is required. During this supplier time may still work on the ticket but is not obligated to do so.

Ticket Content

Tickets reported that relate to products / services not supplied by the supplier or not defined within the Product Scope will not be processed by the Supplier. The customer will be notified by the Supplier if a ticket is submitted under an unsupported product or contains a request / question that is not within the Supplier’s scope to support.

Logging Urgent Tickets 

Tickets reported that are determined to be “Urgent” must receive uninterrupted attention from the Customer in order for the remote support team to resolve the issue efficiently. 

Changing Ticket Severity 

Tickets reported that are deemed to be of a lower severity than initially reported maybe be lowered in severity level by the Supplier. The Supplier must justify this change of severity by adding internal notation to the ticket. 

6.6      Data Integrity 

It is assumed that the Customer has not made any changes to the underlying data by use of toolkits, query/programming scripts or third-party products without the explicit advance consent of the supplier. Any product(s) found to be altered or incorrectly manipulated by third-parties or the Customer are not within the scope of this Agreement.

6.7      Access to Data

The following personnel of the Service Supplier, subject to the confidentiality obligations set forth in Chapter 12, are authorized to access the Customer's production and process data on a read-only basis.

The following personnel of the Service Supplier, subject to the confidentiality obligations set forth in Chapter 12, are authorized to access the Customer's production and process data on a read and write basis.

Any modification of the Customer's production or process data is subject to the Customer’s approval. The Service Supplier shall provide a record of all such modifications, including the nature and date of the changes.

7       On-site support – Service Agreement

7.1      On-site technician

The number of days of support will be decided per plant and per year according to the number of tools. The frequency of the onsite presence will be defined locally, remote support can be organized, when possible, especially for distant plants. When occurring, remote activity is counted and reported in TMSS (Track My Service Status), the on-line Service tracking solution.

Note: The number of planned days should be reviewed every year. In case of termination of this agreement and any local agreements, any day not used before the date of termination, shall be lost, unless otherwise agreed in the local agreement.

7.2      On-site Service Hours

The services defined within this Agreement are available within the working hours defined for each plant (the Available Service Hours).

7.3      Bank Holidays and National Holidays 

The services defined within this Agreement are not available during the days listed in local agreements.

7.4      Service Coverage

The following coverage is given within the Available Service Hours

·         On-site support

7.5      Service Response Times and Severity Levels

In support of services outlined in this Agreement, the service provider will respond to service-related incidents and/or requests submitted by the customer within the agreed time frames set out below. 

In any case, and for the avoidance of doubt, the tables below are indicative and should be confirmed in the local agreements by each country according to their local organization.

·         After Service ticket is registered. The service provider will try to resolve the problem by providing support or a potential workaround. 

For long distance travel where transport by airplane is required, the abovementioned resolution times are not binding, but the service provider will take all reasonable efforts to respond within the shortest time possible. The service provider cannot be held responsible for any delays caused by reasons beyond its control, including but not limited to airline strikes.  

8       CP Care & Warranty Extension – Service Agreement

CP Care is a proactive maintenance plan that aims to reduce breakdowns. 

It is organized at the nearest CP workshop, once a year or as soon as the number of cycles stated in the preventive maintenance plan is reached (see appendix 13.2), whichever comes first.

8.1.1       Service Coverage

CP Care & Warranty Extension includes:

·         Evaluation and wear parts replacement

o    Tool inspection at its arrival at the workshop³

o    Disassembly and spare parts evaluation

o    Wear parts replacement¹, Cleaning and greasing, final test

·         Repairs³

o    Repair labor and genuine Chicago Pneumatic spare parts included

o    Cleaning and greasing, final test

·         Machine Capability Test (MCT)

o    Systematically done after each maintenance

o    30 measurements MCT Certificate at Chicago Pneumatic workshop

o    Traceable to national standards, following ISO17025

o    Tool adjustment, pass/fail statement

·         Tool loan

o    After contacting the Customer, a similar tool² is shipped³ by the Customer Center from the tool storage location.  

o    Immediately after reception of the replacement tool, it is installed and programmed by the Customer.

o    The Customer ships³ the tool for maintenance to the Chicago Pneumatic workshop⁴

o    On receipt, CP Care or/and repair is conducted.

o    After maintenance, the maintained tool is returned³ to the customer

o    The loan tool is returned immediately to its storage location^{5 6}

¹ Wear parts included

² The replacement tool will require the customer to program the same Pset as the tool shipped for maintenance.

⁴ The shipment address will be provided by the Customer Center

⁵ The Customer shall send the tool for maintenance to the Chicago Pneumatic workshop within 24 hours of the reception of the loaned tool. A €40 fee applies for each day beyond the shipment deadline.

⁶ The Customer shall return the loaned tool to the service provider within 24 hours of the reception of the maintained tool. A €40 fee applies for each day beyond the return deadline.

8.1.2       Exclusions:

-       Tools that are not in the scope of this agreement

-       Misuse, abuse, theft (no replacement tools if the tools are stolen)

-       External conditions and environment (earthquake, bad weather conditions, flood, electrical problems…)

-       Aesthetic issues.

All tools in service for 1 year or more at the start of the contract will require an evaluation and possibly maintenance with separate quotation before being covered by this agreement.

8.1.3       Scope of supply:

Refer to Appendix 13.3.2.

9       Customer Requirements

Customer responsibilities and/or requirements in support of this Agreement include:

·         Payment for all support costs at the agreed interval.

·         Reasonable availability of customer representative(s) when resolving a support/service incident or request.

·         Reasonable information supplied on reported tickets. Tickets should include the following information where possible:

o    Time and Date of Reported Issue

o    Detailed Description of the Reported Issue

o    Procedure(s) to Reproduce the Reported Issue

o    Image of the Reported Issue

o    Information about the Production Environment

o    Configuration and log files from the related product(s)

o    Relevant Network Topology

·         Ensuring all persons reporting tickets to have reasonable technical competences and knowledge of the product(s) in question.

10    Supplier Requirements

Service Provider responsibilities and/or requirements in support of this Agreement include:

·         Meeting response times associated with service-related incidents (See section 6.5.1 Service Response Times and Severity Levels)

·         Provide the activity carried out on individual tickets when requested by the Customer.

·         Appropriate notification to Customer for all scheduled maintenance.

·         Appropriate notification to Customer for all updates to service activity outlined (See section 6.1 Service Scope)

11    Agreement Adjustments

The supplier reserves the right to adjust the Agreement in order to provide additional scope or service availability to the customer. The contents of this document may be amended as required, provided mutual agreement is obtained from all primary stakeholders and communicated to all affected parties. The Document Owner will incorporate all subsequent revisions and obtain mutual agreements / approvals with each new revision as required.

12    Non-disclosure agreement

11.1        All Confidential Information disclosed by one Party (“Discloser”) to the other Party (“Recipient”), shall for the duration of the Agreement and for 10 years thereafter be treated as confidential by the Recipient and may not - unless otherwise stipulated in the Agreement - be used by the Recipient for any purpose other than for the execution of this Agreement; provided that this obligation shall not apply to any information:

(i)            That is known to the public other than by breach of this Agreement, or which the Recipient can show was already in its possession or any of its affiliates without a confidentiality obligation, or

(ii)           That is obtained from a source other than the Discloser without a confidentiality obligation, or

(iii)          That is disclosed by the Discloser to another person without a confidentiality obligation, or

(iv)          That is developed independently by the Recipient or any of its affiliates, or

(v)           That is required to be disclosed by a court of competent jurisdiction, provided that the Recipient gives the Discloser prior notice of such disclosure, so that the Discloser is given reasonable opportunity to object to the demand or to obtain a protective order.

11.2        All information concerning Products and Services and the business activities of either Party which is necessary for the execution of an inquiry, request, or order, will be disclosed. Nothing of this information may be disclosed by the Recipient to a third party unless the Discloser has given its prior written consent. 

11.3        The Recipient agrees to use the same care and discretion to avoid disclosure, publication, or dissemination of the Discloser’s Confidential Information as it uses with its own information that it does not wish to disclose, publish or disseminate, such as but without limitation proper and secure storage.  

11.4        The Recipient may disclose Confidential Information to:

- any of its employees on a "need to know" basis who has a need to know, and - for the same purpose only - to employees of any legal entity that it controls, that controls it, or with which the Recipient is under common control (hereinafter referred to as “Affiliate”). Control means to own or control, directly or indirectly, over 50% of voting power; and

- any other party with the Discloser's prior written consent. 

11.5        The Recipient shall see to it that any such party described above, adheres to the confidentiality provisions in this Agreement.

11.6        The name of either Party, as well as any of their group tradenames, trademarks or Product denominations, may not be used by the other Party in any publication of any kind without the written consent of the first Party.

11.7        Neither Party shall disclose to any third party any information whatsoever regarding any former or present co-operation between the Parties without prior written consent of the other Party. 

11.8        Upon the termination of the ordering of Products and/or Services from Supplier, i.e., termination of the co-operation, each Party shall promptly return all documents and other information in tangible form supplied by the other Party, together with any copies thereof, and will not use or permit others to use any such documents and information.

13    Appendices

13.1    Ticket types 

13.2    CP86 Maintenance intervals 

13.3    Scope of supply

13.3.1      Remote support scope of supply

The following products are remotely supported under the terms of this Agreement.

13.3.2     CP Care & Warranty extension scope of supply

The following tools are covered by CP Care & Warranty extension under the terms of this Agreement.