Software Maintenance Agreement 2

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Software Maintenance Agreement 2

Software Maintenance Agreement 2

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE MAINTENANCE AGREEMENT

This Software Maintenance Agreement ('Agreement') is made and effective as of {{effective_date}} (the 'Effective Date') by and between:

{{provider_company_name}}, a company duly incorporated under the laws of [Country], with its principal place of business at {{provider_company_address}} (hereinafter referred to as the 'Provider'); and

{{client_company_name}}, a company duly incorporated under the laws of [Country], with its principal place of business at {{client_company_address}} (hereinafter referred to as the 'Client').

The Provider and the Client are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

RECITALS

WHEREAS, the Provider has developed and owns the proprietary software known as '{{software_name}}' (the 'Software');

WHEREAS, the Client desires to obtain maintenance and support services for the Software from the Provider, and the Provider is willing to provide such services, subject to the terms and conditions set forth herein.

1. DEFINITIONS

1.1. 'Error' means a reproducible defect in the Software that causes it to fail to conform to the specifications described in the user documentation.

1.2. 'Maintenance Services' means the services described in Section 3 of this Agreement.

1.3. 'Update' means a release of the Software that includes minor enhancements, bug fixes, or performance improvements, typically designated by a change in the digit(s) to the right of the first decimal point (e.g., v1.1, v1.2 etc.).

1.4. 'Upgrade' means a release of the Software that includes significant new features or functional enhancements, typically designated by a change in the digit(s) to the left of the first decimal point (e.g., v1.0 to v2.0 etc.).

2. SCOPE OF AGREEMENT

This Agreement sets forth the terms and conditions under which the Provider will provide maintenance and support services for the Software licensed by the Client. This Agreement does not grant the Client any right to use the Software beyond the terms of the separate software license agreement.

3. MAINTENANCE SERVICES

3.1. Error Correction: The Provider shall use commercially reasonable efforts to diagnose and correct Errors in the Software reported by the Client.

3.2. Updates and Upgrades: The Provider shall provide the Client with all generally released Updates and Upgrades to the Software during the term of this Agreement.

3.3. Technical Support: The Provider shall provide technical support to the Client via email and/or phone during regular business hours ({{support_hours_start}} to {{support_hours_end}} [Time Zone], Monday to Friday, excluding public holidays).

3.4. Response Times: The Provider shall endeavour to respond to support requests within {{response_time_hours}} hours for critical issues and {{response_time_days}} business days for non-critical issues.

4. CLIENT'S RESPONSIBILITIES

4.1. The Client shall promptly report any Errors or issues with the Software to the Provider.

4.2. The Client shall provide the Provider with all necessary information and access to facilitate the diagnosis and resolution of Errors.

4.3. The Client shall ensure that its systems meet the minimum requirements for the Software as specified by the Provider.

4.4. The Client shall back up its data regularly and before any maintenance or support activities are performed by the Provider.

5. FEES AND PAYMENT

5.1. The Client shall pay the Provider a maintenance fee of {{currency}}{{maintenance_fee_amount}} per {{billing_period}} for the services provided under this Agreement.

5.2. Payment shall be due within {{payment_due_days}} days of the invoice date.

5.3. All fees are exclusive of any applicable taxes, duties, or levies, which shall be borne by the Client.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_months}} months ('Initial Term'), renewable automatically for successive periods of {{renewal_term_months}} months ('Renewal Term') unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

6.2. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days of receiving written notice thereof.

7. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the Client’s use of or inability to use the Software; (b) any unauthorized access to or use of the Provider’s servers and/or any and all personal information stored therein.

The total liability of the Provider for any claim arising out of or relating to this Agreement or the services provided hereunder shall not exceed the total fees paid by the Client to the Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [Country]. The Parties agree to submit to the exclusive jurisdiction of the courts of [Country] for the resolution of any disputes arising out of or relating to this Agreement.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_____________________________

{{provider_signatory_name}}

{{provider_signatory_title}}

For and on behalf of {{provider_company_name}}

_____________________________

{{client_signatory_name}}

{{client_signatory_title}}

For and on behalf of {{client_company_name}}