Software Maintenance Agreement

{{company_name}}

{{company_address}}

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

Software Maintenance Agreement

Software Maintenance Agreement

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

SOFTWARE MAINTENANCE AGREEMENT

This Software Maintenance Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date"), by and between:

{{service_provider_company_name}}, a company duly registered under the laws of {{jurisdiction_service_provider}}, with its principal place of business at {{service_provider_address}} (hereinafter referred to as "Service Provider"); and

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

WHEREAS, the Service Provider possesses expertise in providing software maintenance services; and

WHEREAS, the Client desires to engage the Service Provider to provide maintenance services for the software described herein;

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

1. DEFINITIONS

1.1 "Software" refers to the software product(s) specified in Schedule A, including all its components, modules, and associated documentation.

1.2 "Maintenance Services" refers to the services provided by the Service Provider as detailed in Section 2 of this Agreement.

1.3 "Error" means a reproducible failure of the Software to perform in accordance with its specifications.

1.4 "Response Time" means the maximum time within which the Service Provider will acknowledge receipt of an Error report from the Client, as specified in Schedule B.

2. SCOPE OF SERVICES

2.1 The Service Provider shall provide the following Maintenance Services for the Software:

a. Bug Fixing and Error Correction: Identification and resolution of Errors in the Software.

b. Updates and Upgrades: Provision of minor updates and major upgrades, if and when released by the Service Provider, to enhance functionality, performance, or security.

c. Technical Support: Provision of technical assistance and troubleshooting via {{support_channels}} during {{support_hours}}.

d. Performance Monitoring and Optimization: Regular monitoring of Software performance to identify and rectify potential issues.

2.2 Exclusions: The Maintenance Services do not include services related to hardware issues, operating system problems not directly caused by the Software, data recovery (unless due to Software Error), or training beyond the scope explicitly defined in Schedule C.

3. SERVICE LEVELS

3.1 The Service Provider shall adhere to the service levels specified in Schedule B, including but not limited to Response Times and Resolution Times for different criticality levels of Errors.

3.2 The Client shall provide timely and accurate information regarding any reported Errors to facilitate efficient resolution.

4. FEES AND PAYMENT

4.1 The Client shall pay the Service Provider the maintenance fees as outlined in Schedule C.

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

4.3 Invoices shall be issued {{invoicing_frequency}} and are payable within {{payment_terms}} days of receipt.

4.4 A late payment fee of {{late_payment_percentage}}% per month may be applied to overdue amounts.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and continue for an initial term of {{initial_term_months}} months/years ("Initial Term"), unless terminated earlier in accordance with the provisions herein.

5.2 This Agreement shall automatically renew for successive terms of {{renewal_term_months}} months/years unless either party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

5.3 Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof.

6. CONFIDENTIALITY

6.1 Both parties agree to keep confidential all non-public information disclosed by the other party during the term of this Agreement.

6.2 Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party.

6.3 This confidentiality obligation shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

7. LIMITATION OF LIABILITY

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

7.2 The total cumulative liability of the Service Provider under this Agreement shall not exceed the total fees paid by the Client to the Service Provider in the {{liability_period_months}} months preceding the event giving rise to the claim.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

8.2 Any dispute arising out of or in connection with this Agreement shall be subject to amicable negotiation between the parties.

8.3 If the dispute cannot be resolved through negotiation within {{negotiation_period_days}} days, the parties agree to submit the dispute to mediation in {{mediation_location}}.

8.4 If mediation is unsuccessful, the dispute shall be finally settled by arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_body}}.

9. GENERAL PROVISIONS

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

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

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

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

9.5 Force Majeure: Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, fire, or natural disasters.

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

_____________________________

Service Provider Signature

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: {{service_provider_signature_date}}

_____________________________

Client Signature

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}