Software Maintenance Agreement VAR

{{company_name}}

{{company_address}}

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

Software Maintenance Agreement VAR

Software Maintenance Agreement VAR

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Software Maintenance Agreement (VAR)

This Software Maintenance Agreement ("Agreement") is made effective as of {{effective_date}} ("Effective Date")

BETWEEN:

{{var_company_name}}, a company duly incorporated under the laws of {{var_jurisdiction}}, with its principal place of business at {{var_company_address}} (hereinafter referred to as the "VAR").

AND:

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

The VAR and the Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

1. Preamble

WHEREAS, the VAR is a value-added reseller of certain software products and related services;

WHEREAS, the Client has acquired licenses for software products (hereinafter referred to as the "Software") from the VAR, as detailed in Schedule A attached hereto;

WHEREAS, the Client desires to obtain, and the VAR is willing to provide, maintenance and support services for the Software in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

2. Scope of Services

2.1. The VAR shall provide the following maintenance and support services (hereinafter referred to as "Services") for the Software:

- Bug fixes and patches for identified defects in the Software.

- Access to minor updates and new releases of the Software as made generally available by the original software vendor.

- Technical support via {{support_channel}} (e.g., phone, email, online portal) during normal business hours ({{business_hours}}).

- Assistance with troubleshooting and resolution of Software-related issues.

- Remote diagnostics and support, where applicable and agreed upon.

2.2. The Services do not include:

- Support for hardware issues.

- Training on Software usage beyond initial setup assistance.

- Customization or development of new features for the Software.

- Data recovery services.

- Support for Software failures due to misuse, unauthorized modifications, or external factors.

3. Service Levels

3.1. The VAR shall use commercially reasonable efforts to respond to support requests within {{response_time}} during business hours.

3.2. Resolution times will vary depending on the severity and complexity of the issue. The VAR will prioritize issues based on the following classification:

- Critical: System down or major functionality severely impaired. Target resolution: {{critical_resolution_time}}.

- High: Significant functionality impaired, but workaround available. Target resolution: {{high_resolution_time}}.

- Medium: Minor functionality impaired or non-critical errors. Target resolution: {{medium_resolution_time}}.

- Low: General queries or cosmetic issues. Target resolution: {{low_resolution_time}}.

3.3. The VAR will keep the Client informed of the status of open support requests.

4. Client Obligations

4.1. The Client shall provide the VAR with all necessary information and access to systems as reasonably required for the VAR to perform the Services.

4.2. The Client shall designate a primary contact person for all support requests (Name: {{client_contact_name}}, Email: {{client_contact_email}}, Phone: {{client_contact_phone}}).

4.3. The Client shall ensure that the Software is operated in a compatible environment and in accordance with the original software vendor's specifications.

4.4. The Client shall ensure that all necessary licenses for the Software are valid and up-to-date.

5. Fees and Payment

5.1. The Client shall pay the VAR a maintenance fee of {{maintenance_fee_amount}} ({{currency}}) per {{payment_period}} (e.g., month, quarter, year) for the Services.

5.2. Payment shall be made within {{payment_terms}} days of the invoice date.

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

5.4. Late payments may incur interest at a rate of {{interest_rate}}% per month or the maximum rate permitted by law, whichever is lower.

6. Term and Termination

6.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term}} (e.g., one year).

6.2. Thereafter, this Agreement shall automatically renew for successive terms of {{renewal_term}} unless either Party provides written notice of non-renewal at least {{notice_period}} days prior to the end of the then-current term.

6.3. 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 after receiving written notice thereof.

6.4. Upon termination, the Client shall pay all outstanding fees for Services rendered up to the date of termination.

7. Confidentiality

7.1. Both Parties agree to keep confidential all non-public information disclosed by the other Party in connection with this Agreement.

7.2. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.

7.3. The obligations of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

8. Limitation of Liability

8.1. To the maximum extent permitted by law, the VAR's total liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to the VAR for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

8.2. In no event shall the VAR be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

9. General Provisions

9.1. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

9.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether written or oral.

9.3. Amendments: Any amendment or modification to this Agreement must be in writing and signed by both Parties.

9.4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5. Force Majeure: Neither Party shall be liable for any delay or failure in performance due to causes beyond its reasonable control.

9.6. Notices: All notices hereunder shall be in writing and sent to the addresses specified above or to such other address as a Party may designate in writing.

9.7. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

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

FOR THE VAR:

_____________________________

Name: {{var_authorized_signatory_name}}

Title: {{var_authorized_signatory_title}}

Date: {{var_signature_date}}

FOR THE CLIENT:

_____________________________

Name: {{client_authorized_signatory_name}}

Title: {{client_authorized_signatory_title}}

Date: {{client_signature_date}}

SCHEDULE A: Software Details

Software Name: {{software_name}}

Version(s): {{software_version}}

License Key(s)/Serial Number(s): {{license_keys}}

Number of Licenses: {{num_licenses}}

Deployment Environment: {{deployment_environment}}

Any specific exclusions or inclusions for this software: {{specific_notes}}