Software Maintenance Agreement VAR

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Software Maintenance Agreement

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

{{VAR_company_name}}, a company duly incorporated under the laws of {{VAR_jurisdiction}}, with its principal place of business at {{VAR_company_address}} (hereinafter referred to as 'VAR'), and

{{customer_company_name}}, a company duly incorporated under the laws of {{customer_jurisdiction}}, with its principal place of business at {{customer_company_address}} (hereinafter referred to as 'Customer').

WHEREAS, VAR is engaged in the business of reselling and providing maintenance services for the Software defined herein; and

WHEREAS, Customer desires to obtain maintenance and support services from VAR for the Software;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Definitions

1.1. 'Software' means the software product(s) identified in Schedule A, including all modules, features, and documentation.

1.2. 'Maintenance Services' means the services described in Section 3 of this Agreement.

1.3. 'Error' means a reproducible defect in the Software which causes it to fail to operate substantially in accordance with its documentation.

Scope of Maintenance Services

3.1. VAR shall provide the following Maintenance Services to Customer for the Software during the term of this Agreement:

a. Bug Fixes and Patches: VAR will provide all generally released bug fixes, patches, and minor updates to the Software.

b. Technical Support: VAR will provide technical support via {{support_channels}} (e.g., phone, email, web portal) during business hours, {{support_hours}}.

c. Updates and Upgrades: VAR will provide major updates and upgrades to the Software as they are generally released by the original software vendor.

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

a. Modifications to the Software not made or authorized by VAR or the original software vendor.

b. Use of the Software in a manner for which it was not designed or intended.

c. Problems with Customer's hardware, operating system, or third-party software not supplied by VAR.

Customer Obligations

4.1. Customer shall provide VAR with all necessary information and access to facilitate the provision of Maintenance Services.

4.2. Customer shall ensure that its systems meet the minimum requirements for the Software as specified in the documentation.

4.3. Customer shall promptly report any Errors or issues to VAR in accordance with VAR's support procedures.

Fees and Payment

5.1. Customer shall pay VAR the maintenance fees as specified in Schedule B. All fees are exclusive of applicable taxes, which shall be borne by the Customer.

5.2. Payment terms are {{payment_terms}} (e.g., net 30 days) from the date of invoice.

5.3. In the event of late payment, VAR reserves the right to suspend Maintenance Services until all outstanding amounts are paid in full.

Term and Termination

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

6.2. This Agreement shall automatically renew for successive periods 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.

6.3. 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 thereof.

Confidentiality

7.1. Both parties agree to keep all confidential information received from the other party in strict confidence and not to disclose such information to any third party without the prior written consent of the disclosing party.

7.2. Confidential information shall include, but not be limited to, technical and business information, trade secrets, and pricing.

Limitation of Liability

8.1. To the maximum extent permitted by applicable law, in no event shall VAR be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, arising out of or in connection with this Agreement.

8.2. VAR's total liability under this Agreement shall not exceed the total maintenance fees paid by Customer to VAR in the twelve (12) months preceding the event giving rise to the liability.

Governing Law and Dispute Resolution

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

9.2. 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 {{arbitration_body}}.

Entire Agreement

10.1. This Agreement, including its Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.

Signature Block

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

FOR {{VAR_company_name}}:

___________________________

Name: {{VAR_signatory_name}}

Title: {{VAR_signatory_title}}

Date: {{VAR_signature_date}}

FOR {{customer_company_name}}:

___________________________

Name: {{customer_signatory_name}}

Title: {{customer_signatory_title}}

Date: {{customer_signature_date}}