Use this template/format as a Software Maintenance Agreement Form.
Text version of this Form
____________________ (referred to as SERVICE COMPANY) and __________________________(referred to as CUSTOMER) agree as follows:
CUSTOMER represents and warrants that it is an authorized licensee/owner of the following described computer software system: ____________________________________________________________
1. SERVICE COMPANY shall provide maintenance service for CUSTOMER in accordance with the terms and conditions stated herein. Maintenance service is defined as providing needed assistance as reasonably necessary to make the program perform pursuant to its listed specifications; provided, that since the product is produced by a third party that SERVICE COMPANY shall not be required to correct deficiencies which are results of programming, or failure to program, of the producer of the program. Maintenance shall include reconfiguration of the software if reasonably required to accomplish tasks within the capability of the program.
2. If the producer of the program issues a new version of the software system and CUSTOMER elects to upgrade to such new version, maintenance hereunder shall include re-configuration of the system and conversion of data or other items to the new standard. However, if the upgrade requires complete re-installation the parties shall in good faith negotiate and agree upon a one-time charge for such re-installation.
3. The total contract price shall be $_______ (___________________ &___/100 dollars) which shall be due, in full, on _____________ , 20____.
4. In addition to the maintenance obligation undertaken above, SERVICE COMPANY shall provide, at no additional charge to CUSTOMER, up to _____ hours of initial training in use of the program, and refresher training for employees that have already received initial training. This training shall take place at ___________________. SERVICE COMPANY shall not be required to provide additional training; however, CUSTOMER may order additional training at a cost $_______ (___________________ &___/100 dollars) per instructor/hour.
5. This agreement may be terminated under two conditions:
a) a breach of the contract,
b) termination without a breach of the contract
6. If the CUSTOMER breaches the contract, the SERVICE COMPANY shall give a written notice specifying the alleged breach and permit the CUSTOMER to cure the breach within 10 days. However if the SERVICE COMPANY has previously complained of a substantially similar breach, the SERVICE COMPANY may either:
a) allow a period of three days to cure the breach; or,
b) issue a notice of immediate termination.
7. If the SERVICE COMPANY breaches the contract, the CUSTOMER shall give written notice specifying the alleged breach and permit the SERVICE COMPANY to cure the breach within 3 business days. However, if the CUSTOMER has previously complained of a substantially similar breach, the CUSTOMER may alternately issue a notice of immediate termination or allow a period of two business days to cure the breach. All notices of alleged breaches shall be sent by the most expeditious means, such as fax or over night delivery.
8. In the event that a claimed breach by SERVICE COMPANY is the failure of the CUSTOMER to pay as agreed, two-business days notice of intention to terminate may be given, although SERVICE COMPANY shall not be required to do so.
9. No failure or delay in exercising in right or failure to issue a notice of any breach shall not constitute a waiver of any rights herein.
10. Breach by the CUSTOMER shall include, but not be limited to:
a) the CUSTOMER making or permitting any alteration of the software or hardware without the prior agreement of the SERVICE COMPANY; the SERVICE COMPANY shall not be required to agree to any changes by third parties;
b) refusal of the CUSTOMER to reasonably cooperate with the SERVICE COMPANY;
c) persistent failure of provision of a proper electrical supply, persistent failure to properly maintain hardware and a proper environment for computers.
11. This agreement may be terminated by either party without reference to a breach and without cause on _________ days notice.
12. This is the entire agreement between the parties, and this agreement may only be changed by a writing executed by both parties.