Software maintenance agreement (standard)

Software 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.
4. Customer
   obligations: general second party obligations; access to computer systems.
5. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
6. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
7. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
8. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
9. Provider
   's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
10. Customer
    's confidentiality obligations: second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
11. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
12. 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.
13. 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.
14. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
15. 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.
16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
17. 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.
18. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
19. Assignment: assignment by first party; assignment by second party.
20. No waivers: no unwritten waivers of breach; no continuing waiver.
21. Severability: severability of whole; severability of parts.
22. Third party rights: third party rights: benefit; third party rights: exercise of rights.
23. Variation: variation in writing and signed.
24. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
25. Law and jurisdiction: governing law; jurisdiction.
26. 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.