Software Maintenance Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Tel: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

Software Maintenance Agreement

This Software Maintenance Agreement ("Agreement") is made and entered into on this {{date}} day of {{month}}, {{year}}, by and between:

{{company_name}}, a company duly incorporated under the laws of [South Africa], with its principal place of business at {{company_address}} (hereinafter referred to as "Service Provider"); and

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

Collectively referred to as the "Parties".

1. Definitions

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

1.2. "Maintenance Services" refers to the services provided by the Service Provider as described in Section 2.

1.3. "Error" means a deviation of the Software from the specifications described in the documentation, resulting in a material inability to perform its intended function.

2. Scope of Maintenance Services

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

a. Error Correction: Rectification of errors reported by the Client.

b. Updates and Upgrades: Provision of minor updates and major upgrades to the Software, as and when made generally available by the Service Provider. This includes bug fixes, security patches, and minor feature enhancements.

c. Technical Support: Remote technical assistance via {{support_channels}} during regular business hours ({{support_hours}}) on business days ({{business_days}}).

d. Performance Monitoring (if applicable): Monitoring of Software performance and proactive identification of potential issues.

3. Exclusions from Maintenance Services

3.1. The Maintenance Services do not include:

a. Support for hardware not supplied by the Service Provider.

b. Support for third-party software not integrated or approved by the Service Provider.

c. Rectification of errors caused by misuse, unauthorized modifications, or improper operation of the Software by the Client or any third party.

d. Data recovery services unless explicitly agreed upon.

e. On-site support visits, which may be provided at an additional cost as per Service Provider's standard rates.

4. Client Obligations

4.1. The Client shall:

a. Provide timely and accurate information regarding any reported errors.

b. Ensure their systems meet the minimum technical requirements for the Software.

c. Grant the Service Provider remote access to the Software and relevant systems, when necessary, for troubleshooting and maintenance.

d. Designate a primary contact person for all communication regarding Maintenance Services.

5. Service Levels and Response Times

5.1. The Service Provider commits to the following response times for reported errors:

a. Critical Errors (Software is unusable, severe data loss): Response within {{critical_response_time}}.

b. Major Errors (Significant functionality impaired, workaround available): Response within {{major_response_time}}.

c. Minor Errors (Cosmetic issues, minor functionality impaired): Response within {{minor_response_time}}.

6. Fees and Payment

6.1. The Client shall pay the Service Provider a recurring maintenance fee of {{currency}}{{maintenance_fee}} per {{billing_period}} for the Maintenance Services.

6.2. All fees are exclusive of Value Added Tax (VAT) or any other applicable taxes, which shall be borne by the Client.

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

6.4. Failure to pay fees by the due date may result in the suspension of Maintenance Services at the discretion of the Service Provider.

7. Term and Termination

7.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term}}.

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

7.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice thereof.

8. Confidentiality

8.1. Both Parties agree to treat all information disclosed by the other Party that is marked as confidential or would reasonably be considered confidential as confidential, and not to disclose such information to any third party without prior written consent, except as required by law.

9. Limitation of Liability

9.1. The Service Provider's total liability under this Agreement, whether in contract, tort, or otherwise, shall in no event exceed the total fees paid by the Client to the Service Provider for the Maintenance Services during the twelve (12) months preceding the event giving rise to the claim.

10. Governing Law and Dispute Resolution

10.1. This Agreement shall be governed by and construed in accordance with the laws of [South Africa].

10.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in [Johannesburg, South Africa] in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

Signature Block

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

FOR AND ON BEHALF OF {{company_name}}:

_____________________________

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: _______________________

FOR AND ON BEHALF OF {{client_company_name}}:

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: _______________________