Customer Maintenance Agreement
Customer Maintenance Agreement
____________________, referred to as SOFTWARE SERVICE COMPANY, and ____________________, referred to as CUSTOMER agree:
CUSTOMER represents and warrants that it is an authorized licensee/owner of the following described computer software system: ________________________________________________
SOFTWARE SERVICE COMPANY shall provide under the terms and conditions stated herein maintenance service for CUSTOMER. 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 SOFTWARE 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.
In the event that the producer of the program issues a new version, 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.
The total contract price shall be $_______ (___________________ &___/100 dollars) which shall be due, in full, on ________________.
In addition to the maintenance obligation undertaken above, COMPUTER SERVICE COMPANY shall provide at no additional charge to CUSTOMER no more than ___ 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 ___________________. COMPUTER SERVICE COMPANY shall not be required to provide additional training; however, CUSTOMER may order additional training at a cost $_______ (___________________ &___/100 dollars) per instructor/hour.
This agreement may be terminated under two conditions:
1) a breach of the contract,
2) termination without a breach of the contractIf a breach of the contract is committed by the CUSTOMER, the COMPUTER 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 COMPUTER SERVICE COMPANY has previously complained of a substantially similar breach, the COMPUTER SERVICE COMPANY may either:
a) allow a period of three days to cure the breach; or,
b) issue a notice of immediate termination.If a breach of contract is committed by the COMPUTER SERVICE COMPANY, the CUSTOMER shall give written notice specifying the alleged breach and permit the COMPUTER 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.
In the event that a claimed breach by COMPUTER SERVICE COMPANY is the failure of the CUSTOMER to pay as agreed, 2-business days notice of intention to terminate may be given, although COMPUTER SERVICE COMPANY shall not be required to do so.
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.
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 COMPUTER SERVICE COMPANY; the COMPUTER SERVICE COMPANY shall not be required to agree to any changes by third parties;
b) refusal of the CUSTOMER to reasonably cooperate with the COMPUTER SERVICE COMPANY;
c) persistent failure of provision of a proper electrical supply, persistent failure to properly maintain hardware and a proper environment for computers.The contract may be terminated by either party without reference to a breach and without cause on ___ days notice.
This is the entire agreement between the parties, and this agreement may only be changed by a writing executed by both parties.
Dated: ______________________
____________________________________________
____________________ By Customer
_____________________________________________
____________________ By Computer Service CompanyCustomer Maintenance Agreement
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. This agreement is good to have in place by both parties.
1. Make multiple copies. Keep them in files related to the transaction.
Frequently Asked Questions
What is a Customer Maintenance Agreement?
A Customer Maintenance Agreement is a contract between a software service company and a customer, where the service company agrees to provide maintenance services for the customer's software system. The agreement outlines the terms and conditions of the maintenance service, which includes assistance to make the program perform according to its specifications. It also clarifies that the service company is not responsible for correcting deficiencies caused by the third-party producer of the program.
What does maintenance service include under this agreement?
Under this agreement, maintenance service is defined as providing needed assistance as reasonably necessary to make the program perform pursuant to its listed specifications. It also includes reconfiguration of the software if reasonably required to accomplish tasks within the capability of the program. Additionally, if the customer elects to upgrade to a new version issued by the producer, maintenance includes reconfiguration of the system and conversion of data or other items to the new version.
Who is responsible for correcting deficiencies in the software?
The Customer Maintenance Agreement states that the software service company is not required to correct deficiencies that are results of programming, or failure to program, by the producer of the program. This is because the product is produced by a third party. Therefore, the producer of the program is responsible for such deficiencies, not the software service company.
What are the parties' obligations regarding software licensing?
The customer represents and warrants that it is an authorized licensee or owner of the described computer software system. This means the customer must have the legal right to use the software before entering into the maintenance agreement. The software service company's obligation is to provide maintenance service under the terms and conditions stated in the agreement.
Does the agreement cover upgrades to new versions of the software?
Yes, the agreement covers upgrades if the customer elects to upgrade to a new version issued by the producer of the program. In that case, maintenance includes reconfiguration of the system and conversion of data or other items to the new version. However, the decision to upgrade is at the customer's election.
What is meant by reconfiguration of the software?
Reconfiguration of the software refers to making changes to the software's settings or setup as reasonably required to accomplish tasks within the capability of the program. This is part of the maintenance service provided under the agreement. It may also include reconfiguration when upgrading to a new version.
Is the software service company liable for programming errors in the software?
No, the software service company is not required to correct deficiencies that are results of programming, or failure to program, by the producer of the program. The agreement explicitly states that since the product is produced by a third party, the service company is not responsible for such issues. Therefore, the service company is not liable for programming errors inherent in the software.
What happens if the customer wants to upgrade to a new version?
If the producer issues a new version and the customer elects to upgrade, the maintenance service under the agreement shall include reconfiguration of the system and conversion of data or other items to the new version. This ensures that the customer's system is properly updated and data is migrated. The customer must choose to upgrade for this provision to apply.
What are the terms and conditions of the maintenance service?
The terms and conditions are stated in the Customer Maintenance Agreement, which defines maintenance service as providing needed assistance as reasonably necessary to make the program perform pursuant to its listed specifications. It also includes reconfiguration and upgrade support as specified. The agreement is between the software service company and the customer, who must be an authorized licensee or owner of the software.
Can the software service company refuse to provide maintenance?
The agreement does not specify conditions under which the software service company can refuse to provide maintenance, but it does limit the scope of maintenance by excluding correction of deficiencies caused by the producer's programming. The service company is obligated to provide maintenance as defined, which includes assistance and reconfiguration. Refusal would likely depend on the specific terms and conditions not detailed in the provided text.
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