Software Maintenance Agreement
Software Maintenance Agreement
___________, referred to as DEVELOPER, and ______________, referred to as CUSTOMER, agree:
CUSTOMER is a licensed user of ______________, version ____ for _________________, referred to as the “licensed program.”
DEVELOPER shall offer such service as may be reasonably required to cause the licensed program to operate in accordance with the stated specifications of the system and in conformance with any specific contractual undertakings contained in the licensing agreement.
The total contract price shall be $ _______ (________________ ___________________ &___/100 dollars) which shall be due, in installment as follows: $ ______ (________________________ &___/100 dollars) on ______ 199__, with the same amount due every ____________ thereafter, until paid in full. Any past due installments will bear interest at the highest legal rate.
In addition to the maintenance obligation undertaken above, DEVELOPER 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 __________ ________. DEVELOPER shall not be required to provide additional training; however, CUSTOMER may order additional training at a cost of $ ______ (___________ &___/100 dollars) per instructor/hour.
Nothing in this agree implies that DEVELOPER is required to make enhancements or improvements to the program or to provide support for any particular length, other than, if the CUSTOMER’s original agreement requires maintenance for a particular period of time, such contract shall control.
This agreement may be terminated under two conditions:
1) a breach of the contract,
2) termination without a breach of the contract
If a breach of the contract is committed by the CUSTOMER, the DEVELOPER shall give a written notice specifying the alleged breach and permit the CUSTOMER to cure the breach within 10 days. However if the DEVELOPER has previously complained of a substantially similar breach, the DEVELOPER 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 DEVELOPER, the CUSTOMER shall give written notice specifying the alleged breach and permit the DEVELOPER 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 DEVELOPER is the failure of the CUSTOMER to pay as agreed, 2-business days notice of intention to terminate may be given, although DEVELOPER 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 DEVELOPER; the DEVELOPER shall not be required to agree to any changes by third parties;
b) refusal of the CUSTOMER to reasonably cooperate with the DEVELOPER;
c) refusal of the CUSTOMER to permit installation of software, including updates;
d) 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 ________ notice.
This is the entire agreement between the parties, and the same may only be altered by a writing executed by all parties hereto.
Dated: ______________________
_________________________________________________
______________ By Customer
__________________________________________________
______________ By DeveloperSoftware Maintenance Agreement
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. Make multiple copies and keep them in the appropriate related files.
Frequently Asked Questions
What is a software maintenance agreement?
A software maintenance agreement is a contract between a developer and a customer who is a licensed user of a specified software program. The developer agrees to provide services reasonably required to keep the licensed program operating according to its stated specifications and any contractual undertakings in the licensing agreement. The agreement also outlines payment terms and may include training provisions.
What services does the developer provide under a software maintenance agreement?
Under the agreement, the developer shall offer such service as may be reasonably required to cause the licensed program to operate in accordance with the stated specifications of the system. The developer must also ensure the program conforms to any specific contractual undertakings contained in the licensing agreement. The exact scope of services is defined by these standards rather than an exhaustive list.
How are payments structured in a software maintenance agreement?
The total contract price is specified in the agreement and is due in installments. An initial payment is made on a specified date, with the same amount due every specified period thereafter until the total is paid in full. Any past due installments will bear interest at the highest legal rate.
What happens if I miss an installment payment?
If an installment is past due, it will bear interest at the highest legal rate. The agreement does not specify other penalties, but the interest provision applies to any overdue amount. It is important to make payments on time to avoid additional interest charges.
Is training included in the software maintenance agreement?
Yes, the developer shall provide at no additional charge to the customer no more than a specified number of hours of initial training in use of the program. Refresher training is also provided for employees who have already received initial training. The training takes place at a designated location.
How many hours of training are provided?
The agreement states that the developer will provide no more than a certain number of hours of initial training, which is specified in the contract. Refresher training is also available for employees who have already received initial training. The exact number of hours is left blank in the template and must be filled in by the parties.
Where does the training take place?
The training shall take place at a location specified in the agreement. The template includes a blank for the location, which the parties must complete. The agreement does not specify alternative locations or remote training options.
Who is considered the customer in this agreement?
The customer is the party referred to as CUSTOMER in the agreement, who is a licensed user of the specified software program. The customer agrees to the terms of the maintenance services and payment obligations. The agreement is between the developer and the customer.
What software is covered by the maintenance agreement?
The agreement covers the licensed program, which is identified by its name, version, and the system for which it is used. These details are filled in the blanks provided in the template. The maintenance services apply specifically to that licensed program.
What interest rate applies to past due installments?
Any past due installments will bear interest at the highest legal rate. This rate is not a fixed percentage in the agreement but is determined by the highest rate permitted by law. The customer should be aware that late payments will incur interest at this rate.
