Software Maintenance Agreement

Company Letterhead

{{company_name}}

{{company_address}}

{{phone}}

{{email}}

{{website}}

Software Maintenance Agreement

This Software Maintenance Agreement (the “Agreement”) is made effective as of {{effective_date}} (the “Effective Date”), by and between {{provider_company_name}}, with its principal place of business at {{provider_company_address}} (hereinafter referred to as “Provider”), and {{client_company_name}}, with its principal place of business at {{client_company_address}} (hereinafter referred to as “Client”).

1. Definitions

1.1. "Software" refers to the software product(s) specified in Schedule A, including all related documentation, provided by the Provider to the Client.

1.2. "Maintenance Services" refers to the services described in Section 2 of this Agreement.

1.3. "Error" refers to any defect, bug, or malfunction in the Software that causes it to deviate significantly from its published specifications.

1.4. "Update" refers to a revision or patch to the Software that corrects Errors or provides minor enhancements, but does not constitute a new version.

2. Scope of Maintenance Services

2.1. The Provider agrees to provide the following Maintenance Services for the Software:

a. Error correction: Diagnosis and resolution of documented Errors in the Software.

b. Updates and Patches: Provision of all standard Updates and patches released by the Provider for the Software during the term of this Agreement.

c. Technical Support: Access to technical support for inquiries regarding the operation and functionality of the Software during {{support_hours}}.

d. Exclusions: Maintenance Services do not include support for issues arising from: (i) misuse or unauthorized modification of the Software by the Client; (ii) use of the Software with hardware or software not specified by the Provider; (iii) force majeure events; or (iv) any issues not directly related to the Software itself.

3. Client Responsibilities

3.1. The Client agrees to:

a. Provide comprehensive details of reported Errors, including steps to reproduce the issue, relevant log files, and system configurations.

b. Designate a primary contact person for all communication related to Maintenance Services.

c. Ensure that its systems and environment meet the minimum requirements specified by the Provider for the Software.

d. Implement any Updates or patches provided by the Provider in a timely manner.

e. Make full payment of all fees as outlined in Section 5.

4. Service Levels and Response Times

4.1. The Provider commits to the following target response times for reported Errors:

a. Critical Errors (e.g., system down, major functionality loss): Response within {{critical_response_time}}.

b. High Errors (e.g., significant impairment of functionality): Response within {{high_response_time}}.

c. Medium Errors (e.g., minor functionality issues): Response within {{medium_response_time}}.

d. Low Errors (e.g., cosmetic issues, general inquiries): Response within {{low_response_time}}.

4.2. Resolution times will depend on the complexity of the Error and will be communicated to the Client upon assessment.

5. Fees and Payment

5.1. The Client shall pay the Provider a maintenance fee of {{maintenance_fee_amount}} {{currency}} per {{billing_period}} for the Maintenance Services, payable in advance.

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

5.3. Invoices will be issued {{invoice_frequency}} and are due within {{payment_terms_days}} days of the invoice date.

5.4. Late payments may incur a penalty of {{late_payment_penalty_percentage}}% per month or the maximum permissible by law, whichever is lower.

6. Term and Termination

6.1. This Agreement shall commence on the Effective Date and continue for an initial term of {{initial_term_length}} unless terminated earlier in accordance with this Section.

6.2. This Agreement will automatically renew for successive {{renewal_term_length}} terms unless either party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

6.3. 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}} days of receiving written notice thereof.

7. Confidentiality

7.1. Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed by the other party during the term of this Agreement and for a period of {{confidentiality_period_years}} years thereafter.

7.2. Neither party shall use such confidential information for any purpose other than as necessary to perform its obligations under this Agreement.

8. Limitation of Liability

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

8.2. In no event shall the Provider be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with this Agreement.

9. Governing Law and Dispute Resolution

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

9.2. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the rules of the {{arbitration_institution}} in {{arbitration_city}}, {{arbitration_country}}.

Signature Block

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

------------------------------------------

{{provider_company_name}}

By: _______________________________

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

Date: {{provider_signature_date}}

------------------------------------------

{{client_company_name}}

By: _______________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}