Software Maintenance Agreement VAR

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Phone: {{phone}}

Email: {{email}}

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Software Maintenance Agreement - VAR

This Software Maintenance Agreement VAR ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date") by and between:

{{var_company_name}}, a company duly existing under the laws of [South Africa], with its principal place of business at {{var_company_address}} (hereinafter referred to as "VAR");

AND

{{client_company_name}}, a company duly existing under the laws of [South Africa], with its principal place of business at {{client_company_address}} (hereinafter referred to as "Client").

1. Definitions

1.1. "Software" refers to the software product(s) specified in Schedule A, for which the VAR provides maintenance and support services.

1.2. "Maintenance Services" refers to the services described in Section 3 of this Agreement.

1.3. "Error" means a reproducible defect in the Software that prevents it from performing substantially in accordance with its documentation.

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

2. Term and Termination

2.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_years}} year(s), unless terminated earlier in accordance with the provisions of this Agreement.

2.2. This Agreement will automatically renew for successive periods of {{renewal_term_years}} year(s) each, unless either party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.

2.3. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within {{cure_period_days}} days after receipt of written notice thereof.

3. Scope of Maintenance Services

3.1. The VAR shall provide the following Maintenance Services to the Client for the Software:

a. Error Correction: VAR will use commercially reasonable efforts to diagnose and correct Errors in the Software.

b. Updates: Client will receive all Updates to the Software as and when they are generally released by the software vendor.

c. Technical Support: VAR will provide technical support via {{support_channels}} during regular business hours ({{support_hours}}).

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

a. Misuse or improper operation of the Software.

b. Alterations or modifications to the Software not authorized by the vendor or VAR.

c. Problems with hardware, operating systems, or third-party software not supplied by the VAR.

d. Data recovery or repair of data corrupted due to hardware failure or user error.

4. Client's Responsibilities

4.1. The Client shall provide the VAR with all necessary information, access, and cooperation to enable the VAR to perform the Maintenance Services.

4.2. The Client shall ensure that its systems meet the minimum requirements for the Software as specified by the vendor.

4.3. The Client shall make all reasonable efforts to replicate and report Errors in detail to the VAR.

5. Fees and Payment

5.1. The Client shall pay the VAR an annual maintenance fee of {{annual_maintenance_fee}} ({{currency}}) (excluding VAT) for the Maintenance Services.

5.2. Payment shall be due {{payment_due_days}} days from the date of invoice.

5.3. All fees are exclusive of applicable taxes, including but not limited to Value Added Tax (VAT), which shall be borne by the Client.

6. Limitation of Liability

6.1. To the maximum extent permitted by law, the VAR's total liability under this Agreement for any claim arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount paid by the Client for the Maintenance Services in the twelve (12) months preceding the event giving rise to the claim.

6.2. In no event shall the VAR be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business interruption, even if advised of the possibility of such damages.

7. Confidentiality

7.1. Both parties agree to keep all confidential information, including but not limited to business plans, technical data, and client information, confidential and not to disclose it to any third party without prior written consent.

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

8. Governing Law and Jurisdiction

8.1. This Agreement shall be governed by and construed in accordance with the laws of [South Africa].

8.2. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [South Africa].

9. Entire Agreement

9.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

Signature Block

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

For and on behalf of {{var_company_name}}:

Signature: _________________________

Name: {{var_authorised_signatory_name}}

Title: {{var_authorised_signatory_title}}

Date: _________________________

For and on behalf of {{client_company_name}}:

Signature: _________________________

Name: {{client_authorised_signatory_name}}

Title: {{client_authorised_signatory_title}}

Date: _________________________