Software support and maintenance agreement (standard)

Software support and maintenance agreement (standard) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Maintenance Services: maintenance services provision; standard of maintenance services; maintenance services in accordance with SLA; suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services.
4. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services; termination of support services for convenience; consequences of termination of support services.
5. Customer
   obligations: general second party obligations; access to computer systems.
6. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
8. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
9. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
10. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
11. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
12. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
13. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
14. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
16. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
18. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
19. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
20. Assignment: assignment by first party; assignment by second party.
21. No waivers: no unwritten waivers of breach; no continuing waiver.
22. Severability: severability of whole; severability of parts.
23. Third party rights: third party rights: benefit; third party rights: exercise of rights.
24. Variation: variation in writing and signed.
25. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
26. Law and jurisdiction: governing law; jurisdiction.
27. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE PARTICULARS)

1. Identification of Software: identification of software prompt.
2. Financial provisions: financial provisions prompt.

SCHEDULE 2 (MAINTENANCE SLA)

1. Introduction: introduction to maintenance SLA.
2. Updates: notice of software updates; provision of software updates; application of software updates; provision and application of software updates; consequences of not applying software update.
3. Upgrades: upgrade release roadmap; obligation to release upgrades; notice of software upgrades; provision of software upgrades; application of software upgrades; provision and application of software upgrades; consequences of not applying software upgrade.

SCHEDULE 3 (SUPPORT SLA)

1. Introduction: introduction to support SLA.
2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
3. Response and resolution: software support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
4. Provision of Support Services: support services to be provided remotely.
5. Limitations on Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.

SCHEDULE 4 (DATA PROCESSING INFORMATION)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.