Software Maintenance Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

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

Website: {{website}}

SOFTWARE MAINTENANCE AGREEMENT

This Software Maintenance Agreement (hereinafter referred to as the "Agreement") is made and entered into on this {{date_of_agreement}} day of {{month}}, {{year}}, by and between:

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

Service Provider and Client are hereinafter collectively referred to as the "Parties" and individually as a "Party".

1. DEFINITIONS

**Software:** Refers to the software product(s) specified in Schedule A, including all related documentation, object code, and source code provided by the Service Provider.

**Maintenance Services:** Refers to the services described in Section 3 of this Agreement.

**Service Level Agreement (SLA):** Refers to the document attached as Schedule B, detailing the specific performance metrics and response times for the Maintenance Services.

2. SCOPE OF AGREEMENT

This Agreement sets forth the terms and conditions under which the Service Provider shall provide maintenance and support services for the Software to the Client.

3. MAINTENANCE SERVICES

The Service Provider shall provide the following Maintenance Services:

a) **Error Correction:** Timely diagnosis and correction of errors, bugs, or defects reported by the Client that prevent the Software from performing substantially in accordance with its specifications.

b) **Updates and Upgrades:** Provision of all generally released updates, patches, and minor upgrades to the Software to improve functionality, security, or performance.

c) **Technical Support:** Access to technical support via {{support_channels}} during {{support_hours}} on {{support_days}}.

d) **Problem Resolution:** Assistance with resolving issues related to the use and operation of the Software.

4. EXCLUSIONS FROM MAINTENANCE

Maintenance Services do not include:

a) Support for Software that has been altered, modified, or damaged by anyone other than the Service Provider.

b) Rectification of errors caused by third-party software, hardware, or network issues not supplied by the Service Provider.

c) Training unrelated to error resolution or new features.

d) Custom development or enhancements beyond standard updates.

5. SERVICE LEVELS AND RESPONSE TIMES

The Service Provider shall adhere to the service levels and response times as detailed in the Service Level Agreement (SLA) attached as Schedule B. The Client agrees to provide accurate and timely information regarding reported issues to facilitate prompt resolution.

6. FEES AND PAYMENT

The Client shall pay the Service Provider a maintenance fee of {{maintenance_fee_amount}} {{currency}} per {{payment_frequency}} (e.g., month, quarter, year), payable in advance on or before the {{payment_due_day}} of each {{payment_frequency}}. All payments shall be made to {{payment_details}}. Invoices will be issued by the Service Provider no later than {{invoice_issue_days}} days prior to the due date.

7. TERM AND TERMINATION

This Agreement shall commence on {{start_date}} and continue for an initial term of {{initial_term_length}} (e.g., one year). Thereafter, it shall automatically renew for successive terms of {{renewal_term_length}} unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the current term. Either Party may terminate this Agreement immediately upon written notice in the event of a material breach by the other Party that is not cured within {{cure_period_days}} days of receiving notice of such breach.

8. CONFIDENTIALITY

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

9. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising from the performance or non-performance of this Agreement. The total liability of the Service Provider under this Agreement shall not exceed the total maintenance fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}. 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_city}}, in accordance with the rules of the {{arbitration_institution}}.

SIGNATURES

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

**FOR THE SERVICE PROVIDER:**

_____________________________

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: {{service_provider_signature_date}}

**FOR THE CLIENT:**

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}