Software Maintenance Agreement 2

{{company_name}}

{{company_address}}

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

Software Maintenance Agreement 2

Software Maintenance Agreement 2

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE MAINTENANCE AGREEMENT

This Software Maintenance Agreement (hereinafter referred to as "Agreement") is made and entered into as of {{effective_date}} (the "Effective Date"), by and between:

{{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its registered office at {{provider_address}} (hereinafter referred to as "Provider"); and

{{client_company_name}}, a company duly incorporated under the laws of {{client_jurisdiction}}, with its registered office at {{client_address}} (hereinafter referred to as "Client").

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

1. SCOPE OF SERVICES

1.1. The Provider agrees to provide maintenance and support services (the "Services") for the software product(s) specified in Schedule A (the "Software"), in accordance with the terms and conditions set forth in this Agreement.

1.2. Services shall typically include:

(a) **Error Correction:** Diagnosis and correction of verifiable and reproducible errors in the Software.

(b) **Updates and Upgrades:** Provision of all generally released updates, enhancements, and new versions of the Software.

(c) **Technical Support:** Reasonable technical assistance to Client via phone or email during normal business hours regarding the use of the Software.

2. CLIENT'S RESPONSIBILITIES

2.1. The Client shall provide the Provider with all necessary information, access, and assistance required for the Provider to perform the Services.

2.2. The Client shall promptly report any errors or issues with the Software to the Provider.

2.3. The Client shall ensure that its systems and equipment meet the minimum specifications required for the proper functioning of the Software.

3. SERVICE LEVELS

3.1. **Response Time:** The Provider shall use commercially reasonable efforts to respond to reported issues within {{response_time_hours}} hours during business days.

3.2. **Resolution Time:** The Provider shall use commercially reasonable efforts to resolve critical issues within {{resolution_time_days}} business days, depending on the severity and complexity of the issue.

4. FEES AND PAYMENT

4.1. The Client shall pay the Provider a maintenance fee of {{maintenance_fee_currency}} {{maintenance_fee_amount}} per annum (or as otherwise specified in Schedule B), payable in advance on the Effective Date and annually thereafter.

4.2. All payments shall be made within {{payment_due_days}} days of the invoice date.

4.3. Any additional services requested by the Client outside the scope of this Agreement shall be subject to separate agreement and charges.

5. TERM AND TERMINATION

5.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_years}} year(s), automatically renewing for successive one-year terms unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

5.2. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period_days}} days of receiving written notice thereof.

6. CONFIDENTIALITY

6.1. Both Parties agree to keep confidential all non-public information disclosed by the other Party in connection with this Agreement.

6.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

7. LIMITATION OF LIABILITY

7.1. In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.

7.2. The total aggregate liability of the Provider under this Agreement shall not exceed the total maintenance fees paid by the Client in the twelve (12) months preceding the claim.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

8.2. Any dispute arising out of or in connection with this Agreement shall first be resolved through good faith negotiations between the Parties. If the dispute cannot be resolved through negotiation, it shall be submitted to mediation in {{mediation_location}}. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in accordance with the rules of {{arbitration_institution}} in {{arbitration_location}}.

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

SIGNATURE BLOCK

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

FOR THE PROVIDER:

_____________________________

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

FOR THE CLIENT:

_____________________________

Name: {{client_signatory_name}}

Title: {{client_signatory_title}}