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Software maintenance agreement (basic)

This short-form software maintenance agreement contains the core provisions from our standard maintenance agreement, but with few optional extras. It is intended to cover the provision of software updates and upgrades by a software vendor to customers. It may also be used to cover some related services, such as the installation of updates and upgrading services. It does not, however, cover general software support services, as to which see our specialist support documents.

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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.
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