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SOFTWARE MAINTENANCE AGREEMENT


This Software Maintenance Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [SERVICE PROVIDER NAME] (the "Service Provider"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS Company and Service Provider have concluded a Value Added Reseller Agreement (hereinafter referred to as the VAR Agreement) on, [DATE] with respect to certain Software Products referenced in Exhibit [SPECIFY] to the said Agreement (hereinafter referred to as the Software);

WHEREAS Company wishes to sell to Provider and Provider wishes to purchase from Company the services of maintenance and support for the Software pursuant to this Agreement;

NOW THEREFORE, consideration of the mutual promises herein, Service Provider and Company agree as follows:


SCOPE OF AGREEMENT

During the term of this Agreement, as set forth in Section 2, Company agrees to furnish to Service Provider the following services for the maintenance and support of the Software (which shall hereinafter collectively be referred to as the Services):

Software Update and Correction Service

As part of the Software Update and Correction Service, Company shall promptly provide to Service Provider:

any known problem resolutions relating to the Software as such resolutions become known to Company;

corrections for problems that Company diagnoses as defects in a currently supported version of the Software;

all modifications, refinements, and enhancements (Improvements) which Company to incorporates into and makes a part of the Software;

new releases of the Software which Company elects to make available to its general client base;

 
Telephone Support Service

Telephone Support Service includes Service Provider having direct telephone access to employees of Company who have the necessary technical expertise and experience to understand and solve Service Providers inquiries concerning the Software failing to work as set out in the VAR Agreement and to clarify Documentation when same is either insufficient or unclear. Such direct telephone access shall be available Monday through Friday, exclusive of statutory holidays, from [HOUR] to [HOUR] [SPECIFY TIME ZONE]. Company shall be obligated to provide a response to such telephone inquiries as soon as is practically possible but, in no event, shall such response take more than [NUMBER] business hours to provide. In the event that such response is not satisfactory to Service Provider, acting reasonably, then Company shall promptly provide Software Repair Services. 

Software Repair Service

Should the Software not operate as set out in the VAR Agreement, Company will promptly repair the Software at no additional charge to Service Provider.


TERM

The term of this Agreement shall be the same as that of the VAR Agreement. 


CHARGES AND PAYMENT

Upon execution of this Agreement, service Provider shall pay to Company the sum of [AMOUNT] on a [WEEKLY/MONTHLY/ANNUAL] basis, which represents the total amount that Service Provider will pay for the Services provided by Company pursuant to Exhibit [SPECIFY]. 


WARRANTY

Company warrants for a period of [NUMBER] days from the date of their being rendered, that the Services will remedy the problem to which they are related. 


EQUIPMENT/SOFTWARE

COMPANY shall use the equipment (hardware and software) provided by Service Provider solely for the provision of the services covered under this Agreement.


INSURANCE

Company hereby accepts total responsibility for the equipment provided by Service Provider pursuant to Section 5 above. Company shall provide Service Provider with a certificate of insurance indicating coverage for at least [AMOUNT] to cover its liability in the event the equipment is damaged or destroyed. The certificate shall specifically cover the equipment provided by Service Provider pursuant to Section 5 above and shall name Service Provider as beneficiary in respect of losses or claims. Such insurance shall remain in full force and effect throughout the term of this Agreement. 


NON-DISCLOSURE 

The provisions governing Non-Disclosure set out in the VAR Agreement in Article [NUMBER] shall apply to this Agreement mutatis mutandis.
TITLE TO WORK

Upon payment being made in accordance with the terms of this Agreement, all title, rights and interest in all software, printed material and other physical media containing designs, symbols, inventions and reports performed, created or written in accordance with this Agreement along with any rights of intellectual property related thereto, including but not limited to patents, copyrights, trademarks and industrial designs (hereinafter referred to as the Work) shall vest in and inure to the benefit of Service Provider.

At Service Providers request, Company shall sign any additional documents necessary (as the case may be) to give full effect to Service Providers title to the Work. Moreover, upon completion of the Work, Company shall make any of its employees involved in the performance of the Work, sign an assignment of all rights of intellectual property and a waiver to any moral rights, as defined in the [COUNTRY] Copyright [ACT/LAW/RULE] they may have in the Work and provide Service Provider with evidence of such waiver at Service Providers request.


INDEMNIFICATION

The provisions governing indemnification of Service Provider by Company set out in articles [NUMBER] and [NUMBER] of the VAR Agreement shall apply to this Agreement mutatis mutandis and, in particular, to the Services. 


CHANGES IN THE SERVICES

Service Provider may, at any time, without invalidating this Agreement, order services in addition to the Services or request to make changes to the Services. The compensation and time limits of the Agreement shall be adjusted accordingly. The aforementioned changes shall be undertaken by Company only upon written authorization of Service Provider.


TERMINATION FOR DEFAULT

Notwithstanding the non-termination of the VAR Agreement, should Company be in default under any provision of this Agreement, or fail to perform or execute the Services, in the manner contemplated herein, Service Provider, may, at its discretion, terminate this Agreement by giving Company [NUMBER] days prior written notice of termination, or obtain the services of third party personnel and Company shall indemnify Service Provider for all additional costs resulting therefrom.

Upon termination, Company shall return all equipment provided by Service Provider to Company pursuant to Section 5 above. 


ASSIGNMENT

This Agreement may not be assigned nor subcontracted in whole or in part by Company without the prior written consent of Service Provider. An assignment or a subcontract shall not release Company from its obligations hereunder. Service Provider can assign this contract, in whole or in part without notifying Company.


BANKRUPTCY

Either party may terminate this Agreement forthwith if the other party becomes insolvent or otherwise commits any act of bankruptcy.
FORCE MAJEURE

Neither party to this Agreement shall be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by circumstances beyond its reasonable control, including but not limited to: acts of God, fire, labor difficulties or governmental action. It is agreed that the time for performance by either party shall be extended by the period of such uncontrollable circumstances. In no event, however, shall Companys performance be delayed for more than [NUMBER] month from the date of such circumstances arising. After this period, Service Provider may terminate this Agreement and at its option, procure the Services elsewhere.


SURVIVAL OF CLAUSES

Notwithstanding the termination of this Agreement for any reason whatsoever including normal expiration, clauses pertaining to Non-Disclosure (Section 7) and Title to Work (Section 8) shall survive the expiration or other termination of this Agreement, in addition to any other clause which survives by operation of [YOUR COUNTRY LAW].


TIME OF THE ESSENCE

Time is of the essence in any matter relating to the performance of this Agreement.


GOVERNING LAW

This Agreement shall be governed and interpreted in accordance with the [YOUR COUNTRY LAW] in force in the State/Province of [STATE/PROVINCE]. 


NOTICES

All notices or reports permitted or required under this Agreement shall be in writing and shall be by personal delivery, telegram, telex, telecopier, facsimile transmission, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, [NUMBER] days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as either party may specify in writing. If notice is sent to, it shall be sent to the person bearing the title set forth below Companys signature to this Agreement. If notice is sent to Service Provider, it shall be sent to the person bearing the title set forth below Service Providers signature to this Agreement. 


SEVERABILITY AND WAIVER

In the event that any one or more of the provisions contained in this Agreement shall be held to be unenforceable under the [YOUR COUNTRY LAW] in force in the Province of [STATE/PROVINCE], such provision(s) shall be deemed not to have been written and shall not affect any other provisions of this Agreement.

The failure of either party to insist upon strict performance of this Agreement, or to exercise any option herein, shall not act as a waiver of any right, promise or option, but the same shall continue to be in full force and effect. No waiver by Service Provider of any breach shall be effective unless expressed in writing.



ENTIRE AGREEMENT

This Agreement, including the attached Exhibits and the documents incorporated by reference, shall constitute the entire Agreement between the parties with respect to the subject matter hereof, and shall replace all prior written or verbal promises and representations.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


COMPANY            SERVICE PROVIDER



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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