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Software Maintenance and Support Agreement template
Software Maintenance and Support Agreement sample


What is Software Maintenance and Support Agreement?

Software Maintenance and Support Agreement An agreement for software maintenance and support services, specifying support levels, response times, maintenance schedules, and fees.



Sample template:



SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT


This Software Maintenance and Support Agreement (the "Agreement") is entered into as of the Effective Date, by and between SalesTech Solutions ("Provider") and the customer ("Customer"), collectively referred to as the "Parties."

1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions:


"Software" refers to the SalesMax Plus customer relationship management (CRM) software provided by Provider.


"Support Services" refers to the maintenance and support services provided by Provider pursuant to the terms of this Agreement.


"Effective Date" refers to the date of execution of this Agreement.


"Fees" refers to the charges payable by Customer for the Support Services detailed in Section 5.



2. SUPPORT SERVICES

2.1. Support Levels:


Provider shall furnish Customer with the following levels of Support Services:


Level 1: Response to Customer's telephone or email inquiries in relation to general issues relating to the Software, including diagnostic and troubleshooting support.


Level 2: Resolution or workaround of identified Software issues or defects reported by Customer that do not require software programming or modification to correct.


Level 3: Resolution or workaround of identified Software issues or defects reported by Customer that require software programming or modification to correct. These issues shall be addressed by the Provider's development team.



2.2. Response Times:


Provider shall respond to Customer's requests for Support Services in accordance with the following response times:


Level 1: Within 4 business hours from the time of receipt of the request.


Level 2: Within 8 business hours from the time of receipt of the request.


Level 3: Within 24 business hours from the time of receipt of the request.



2.3. Maintenance Schedules:


Provider shall perform periodic maintenance of the Software, including any necessary bug fixes, patches, updates, or upgrades. Provider shall provide at least ten (10) days' written notice to Customer before scheduled maintenance activities start, outlining the scope, duration, and expected impact of such maintenance activities.



3. ADDITIONAL SERVICES

Provider may provide any additional Support Services requested by Customer, subject to additional charges and terms to be agreed upon by the Parties in writing.



4. CUSTOMER RESPONSIBILITIES

Customer shall cooperate with Provider and provide any information or assistance, at its own expense, reasonably necessary for Provider to effectively render the Support Services. Customer shall designate a primary contact person to serve as a liaison between Customer and Provider.



5. FEES AND PAYMENT TERMS

5.1. Fees:


Customer shall pay Provider a fee for the Support Services as mutually agreed upon by the Parties and stated in a separate agreement or invoice. Such fees may include, but are not limited to, an annual maintenance fee, fees for additional services, or charges for any materials or software required for the provision of Support Services.



5.2. Payment Terms:


Customer shall pay the Fees within thirty (30) days of the invoice date. In the event of late payment, Provider reserves the right to suspend the provision of Support Services until all outstanding Fees are received and may charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lesser.



6. TERM AND TERMINATION

6.1. Term:


This Agreement shall commence on the Effective Date and shall remain in effect for one (1) year unless earlier terminated as provided herein. The Agreement shall automatically renew for additional one (1) year terms unless one Party provides the other Party with written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current term.



6.2. Termination for Cause:


Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same.



7. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO PROVIDER BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.



8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in a mutually agreed location in the United States.



9. MISCELLANEOUS

This Agreement, including any attachments and exhibits, constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written. No amendment or modification to this Agreement shall be effective unless in writing and executed by the Parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.



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

_______________________________ _______________________________
SalesTech Solutions (Provider) Customer
By: [Authorized Representative] By: [Authorized Representative]

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Main Sections of a Software Maintenance and Support Agreement


In this Software Maintenance and Support Agreement, you will see the following sections:

  1. Definitions and Interpretations
  2. Support Services
  3. Additional Services
  4. Customer Responsibilities
  5. Fees and Payment Terms
  6. Term and Termination
  7. Limitation of Liability
  8. Governing Law and Dispute Resolution
  9. Miscellaneous


About each Section - Analysis and Summary:

  1. Definitions and Interpretations: This section explains the key terms used in the agreement, such as "Software," "Support Services," "Effective Date," and "Fees." Think of it as a glossary to help you understand the rest of the document.

  2. Support Services: This section outlines the different levels of support the Provider will offer to the Customer, such as answering questions, fixing issues, and making software updates. It also specifies the response times for each level of support and how the Provider will handle scheduled maintenance.

  3. Additional Services: This section states that the Provider may offer extra services beyond the standard support, but these will come with additional fees and terms that both parties must agree upon in writing.

  4. Customer Responsibilities: This section explains what the Customer must do to help the Provider deliver the Support Services effectively, such as cooperating with the Provider and designating a primary contact person to serve as a liaison.

  5. Fees and Payment Terms: This section details the fees the Customer must pay for the Support Services and any additional services, as well as the payment terms, including the due date and consequences for late payment.

  6. Term and Termination: This section explains how long the agreement will last, how it can be renewed, and how either party can terminate the agreement if the other party breaches its terms and fails to fix the issue within a specified time frame.

  7. Limitation of Liability: This section limits the Provider's liability for any damages or losses the Customer may suffer as a result of the Support Services. It states that the Provider will not be responsible for indirect or consequential damages and that its total liability will not exceed the fees paid by the Customer in the 12 months before the claim arose.

  8. Governing Law and Dispute Resolution: This section specifies that the agreement will be governed by the laws of the United States and that any disputes will be resolved through binding arbitration under the rules of the American Arbitration Association.

  9. Miscellaneous: This section covers various general provisions, such as the fact that the agreement represents the entire understanding between the parties and that any changes must be in writing and signed by both parties. It also states that if any part of the agreement is found to be invalid, the rest of the agreement will still be in effect.

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