Software Maintenance Agreement 2

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE MAINTENANCE AGREEMENT

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

**{{service_provider_company_name}}**, a company duly registered under the laws of [South Africa/{{country}}], with its principal place of business at {{service_provider_address}} (hereinafter referred to as the “Service Provider”); and

**{{client_company_name}}**, a company duly registered under the laws of [South Africa/{{country}}], with its principal place of business at {{client_address}} (hereinafter referred to as the “Client”).

Collectively referred to as the “Parties” and individually as a “Party”.

1. DEFINITIONS

**Software:** Refers to the software product(s) developed and owned by the Service Provider, as specified in Schedule A.

**Maintenance Services:** Refers to the services provided by the Service Provider as described in Section 3 of this Agreement.

**Effective Date:** The date on which this Agreement comes into force, as specified above.

**Error:** Any material deviation of the Software from its specified functionality as documented in Schedule A.

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 licensed by the Client, as detailed in the Software License Agreement dated {{license_agreement_date}}.

3. MAINTENANCE SERVICES

The Service Provider agrees to provide the following Maintenance Services to the Client:

**3.1. Error Correction:** The Service Provider shall use reasonable efforts to correct any Errors in the Software reported by the Client. Response and resolution times for Errors shall be as defined in Schedule B.

**3.2. Updates and Upgrades:** The Client shall receive all standard updates, patches, and minor upgrades to the Software released by the Service Provider during the term of this Agreement. Major upgrades may be subject to additional fees.

**3.3. Technical Support:** The Service Provider shall provide technical support to the Client via {{support_channels}} during {{support_hours}} on {{support_days}}.

**3.4. Exclusions:** Maintenance Services do not include support for issues arising from:

a) Misuse or unauthorized modification of the Software by the Client.

b) Problems caused by third-party software or hardware not provided by the Service Provider.

c) Failure to operate the Software in accordance with the provided documentation.

4. CLIENT OBLIGATIONS

The Client agrees to:

**4.1. Provide Information:** Promptly provide the Service Provider with all necessary information and access to facilitate the provision of Maintenance Services.

**4.2. Adhere to Usage Guidelines:** Use the Software strictly in accordance with the Software License Agreement and any documentation provided.

**4.3. Timely Payments:** Make all payments for Maintenance Services as per Section 5.

5. FEES AND PAYMENT

**5.1. Maintenance Fees:** The Client shall pay the Service Provider an annual maintenance fee of {{annual_maintenance_fee_currency}} {{annual_maintenance_fee_amount}} ({{annual_maintenance_fee_words}}) payable in advance on or before {{payment_due_date}} of each year.

**5.2. Invoicing:** Invoices for maintenance fees will be issued {{invoicing_frequency}}.

**5.3. Late Payments:** A late payment penalty of {{late_payment_penalty_percentage}}% per month may be applied to overdue amounts.

6. TERM AND TERMINATION

**6.1. Term:** This Agreement shall commence on the Effective Date and continue for an initial period of {{initial_term_years}} year(s), unless terminated earlier in accordance with this Agreement.

**6.2. Renewal:** This Agreement will automatically renew for subsequent periods of {{renewal_term_years}} year(s) unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

**6.3. 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 of receiving written notice thereof.

7. CONFIDENTIALITY

Both Parties agree to maintain the confidentiality of all proprietary and confidential information disclosed by the other Party during the term of this Agreement. This obligation shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

8. 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, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the services; (b) any conduct or content of any third party on the services; or (c) unauthorized access, use or alteration of your transmissions or content. In no event shall either Party’s aggregate liability for all claims relating to the services exceed the amount paid by the Client to the Service Provider hereunder during the twelve (12) months preceding the claim.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of [South Africa/{{country}}]. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

IN WITNESS WHEREOF

The Parties hereto have executed this Agreement as of the Effective Date.

**SERVICE PROVIDER**

_____________________________

Name: {{service_provider_signatory_name}}

Title: {{service_provider_signatory_title}}

Date: {{service_provider_signature_date}}

**CLIENT**

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}

Date: {{client_signature_date}}

SCHEDULE A: SOFTWARE DETAILS

**Software Name:** {{software_name}}

**Version:** {{software_version}}

**Description:** {{software_description}}

**License Key/Identifier:** {{software_license_key}}

SCHEDULE B: SERVICE LEVEL AGREEMENT (SLA)

**1. Error Severity Definitions:**

- **Critical:** Software is completely inoperable or major functions are unavailable. (e.g., {{critical_error_examples}})

- **High:** Major functions are significantly degraded, but limited workaround exists. (e.g., {{high_error_examples}})

- **Medium:** Minor functions are affected, or non-critical errors. (e.g., {{medium_error_examples}})

- **Low:** Cosmetic issues, documentation errors, or minor performance issues. (e.g., {{low_error_examples}})

**2. Response and Resolution Times:**

| Severity | Initial Response Time | Resolution Target Time |

| :--------- | :-------------------- | :--------------------- |

| Critical | {{critical_response_time}} | {{critical_resolution_time}} |

| High | {{high_response_time}} | {{high_resolution_time}} |

| Medium | {{medium_response_time}} | {{medium_resolution_time}} |

| Low | {{low_response_time}} | {{low_resolution_time}} |

**3. Service Availability:**

- The Service Provider aims for a {{service_availability_percentage}}% uptime for the Software, excluding scheduled maintenance periods.

- Scheduled maintenance windows: {{scheduled_maintenance_windows}}