Software maintenance agreement (basic)

Software maintenance agreement (basic) 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.
4. Customer
   obligations: general second party obligations; access to computer systems.
5. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
6. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
7. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
8. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; 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.
9. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
10. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
11. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
12. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
13. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
14. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
15. 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.