Software Maintenance Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Software Maintenance Agreement

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

**{{Vendor_Company_Name}}**, a company duly incorporated under the laws of {{Jurisdiction}}, with its principal place of business at {{Vendor_Company_Address}} (hereinafter referred to as "Vendor"); and

**{{Client_Company_Name}}**, a company duly incorporated under the laws of {{Jurisdiction}}, with its principal place of business at {{Client_Company_Address}} (hereinafter referred to as "Client").

Vendor and Client are hereinafter collectively referred to as “Parties” and individually as “Party.”

1. Preamble

WHEREAS, Vendor has developed and licensed to Client certain software known as {{Software_Name}} (hereinafter referred to as “Software”);

WHEREAS, Client desires to obtain software maintenance and support services for the Software from Vendor; and

WHEREAS, Vendor is willing to provide such services on 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. Services Provided

2.1. **Maintenance Services:** Vendor shall provide the following maintenance services:

a. **Error Correction:** Vendor will use commercially reasonable efforts to correct any reproducible errors, bugs, or defects in the Software that are reported by Client.

b. **Updates and Upgrades:** Vendor will provide Client with all generally released updates, patches, and minor upgrades to the Software during the term of this Agreement. Major upgrades may be subject to additional fees.

c. **Preventative Maintenance:** Vendor will perform routine checks and maintenance as deemed necessary to ensure the optimal performance of the Software.

2.2. **Support Services:** Vendor shall provide the following support services:

a. **Technical Support:** Access to Vendor's technical support team during business hours ({{start_time}} to {{end_time}}, {{time_zone}}) via email at {{support_email}} or phone at {{support_phone_number}}.

b. **Response Times:** Vendor shall use commercially reasonable efforts to respond to support requests within the following timeframes:

i. Critical Issues (Software unusable): {{critical_response_time}}

ii. High Issues (Significant functionality impaired): {{high_response_time}}

iii. Medium Issues (Minor functionality impaired): {{medium_response_time}}

iv. Low Issues (General inquiries/non-critical bugs): {{low_response_time}}

3. Client Obligations

3.1. Client shall provide Vendor with reasonable access to the Software and relevant systems as necessary for Vendor to perform its obligations under this Agreement.

3.2. Client shall promptly report any errors, issues, or defects in the Software to Vendor.

3.3. Client shall designate a primary contact person for all communications regarding this Agreement and the Software.

4. Fees and Payment

4.1. **Maintenance Fee:** Client shall pay Vendor a maintenance fee of {{currency}}{{amount}} per {{billing_period}} for the services provided under this Agreement.

4.2. **Payment Terms:** All fees shall be paid by Client within {{payment_days}} days of the invoice date.

4.3. **Late Payment:** A late payment charge of {{late_fee_percentage}}% per month or the maximum amount permitted by law, whichever is less, will be applied to any overdue amounts.

4.4. **Taxes:** All fees are exclusive of any applicable taxes, duties, and levies, which shall be the sole responsibility of the Client.

5. Term and Termination

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

5.2. **Renewal:** 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. **Termination for Cause:** 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 after receiving written notice of such breach.

5.4. **Effect of Termination:** Upon termination, Vendor shall cease providing all maintenance and support services, and Client shall pay all outstanding fees for services rendered up to the date of termination.

6. Confidentiality

Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this Agreement. This obligation shall continue for a period of {{confidentiality_period_years}} years after the termination of this Agreement.

7. Limitation of Liability

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 USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF VENDOR UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VENDOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

8. Governing Law and Dispute Resolution

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

8.2. **Dispute Resolution:** 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 accordance with the arbitration rules of {{arbitration_body}}.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

Signature Block

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

**For Vendor:**

_____________________________

Name: {{Vendor_Signatory_Name}}

Title: {{Vendor_Signatory_Title}}

Date: {{Vendor_Signature_Date}}

**For Client:**

_____________________________

Name: {{Client_Signatory_Name}}

Title: {{Client_Signatory_Title}}

Date: {{Client_Signature_Date}}