Software Maintenance Agreement 2

Letterhead

{{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:

{{provider_company_name}}, a company duly organized and existing under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_company_address}} ("Provider"); and

{{client_company_name}}, a company duly organized and existing under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_company_address}} ("Client").

WHEREAS, Provider has developed and licensed certain software to Client, hereafter referred to as the “Software” (details of which are provided in Schedule A); and

WHEREAS, Client desires to retain Provider to provide maintenance and support services for the Software, and Provider is willing to provide such services on the terms and conditions set forth herein.

1. DEFINITIONS

1.1. "Software" refers to the software product(s) developed and owned by the Provider as detailed in Schedule A.

1.2. "Maintenance Services" refers to the services provided by Provider under this Agreement, including but not limited to, error corrections, updates, upgrades, and technical support.

1.3. "Error" means a material deviation of the Software from the specifications set forth in the documentation.

1.4. "Update" means a release of the Software that provides minor corrections, bug fixes, or enhancements.

1.5. "Upgrade" means a new version of the Software that provides significant enhancements or new functionalities.

2. SCOPE OF MAINTENANCE SERVICES

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

a) Error Correction: Provider will use commercially reasonable efforts to diagnose and correct Errors reported by Client.

b) Updates: Provider will provide Client with all generally available Updates to the Software.

c) Upgrades: Provider will provide Client with all generally available Upgrades to the Software.

d) Technical Support: Provider will provide technical support to Client during normal business hours ({{support_hours}}) via {{support_channels}} (e.g., email, phone).

3. SERVICE LEVEL AGREEMENT (SLA)

3.1. Response Times: Provider shall respond to reported Errors according to the following priorities:

a) Critical Error (Software unusable): {{critical_response_time}} hours.

b) Major Error (Significant features impaired): {{major_response_time}} hours.

c) Minor Error (Minor inconvenience): {{minor_response_time}} business days.

3.2. Resolution Times: Provider will use commercially reasonable efforts to resolve Errors within a timeframe commensurate with their priority.

4. CLIENT'S RESPONSIBILITIES

4.1. Client shall provide Provider with all necessary information and access to diagnose and resolve Errors.

4.2. Client shall ensure that its systems meet the minimum requirements for the Software.

4.3. Client shall promptly notify Provider of any perceived Errors in the Software.

5. FEES AND PAYMENT

5.1. Client shall pay Provider a maintenance fee of {{maintenance_fee_amount}} {{currency}} per {{payment_period}} (e.g., month, quarter, year) in advance, due on {{payment_due_date}}.

5.2. All payments shall be made in {{currency}} to the account specified by Provider.

5.3. Any additional services requested by Client outside the scope of this Agreement shall be charged at Provider's then-current hourly rates of {{hourly_rate}} {{currency}} per hour.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and continue for a period of {{initial_term_length}} (e.g., one year), automatically renewing for successive periods of the same length unless either party gives written notice of non-renewal at least {{notice_period}} days prior to the end of the then-current term.

6.2. 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 after receiving written notice thereof.

7. CONFIDENTIALITY

7.1. Both parties agree to keep confidential all non-public information obtained from the other party during the term of this Agreement.

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, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_institution}}.

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 understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Signature Block

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

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

{{provider_company_name}}

By: _______________________________

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

Date: {{provider_signatory_date}}

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

{{client_company_name}}

By: _______________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signatory_date}}

Schedule A: Software Details

{{software_name}}

{{software_version}}

{{software_description}}