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Software maintenance agreement (standard)

A standard-length software maintenance agreement, which covers the provision (and where relevant, application) of updates and upgrades to software by the software vendor.

Detailed terms regarding the provision of the maintenance services are set out in an optional SLA, which is attached as a schedule to the main agreement.

As well as setting out the obligations of the service provider, the document also provides for co-operation, information and access obligations to be placed upon the customer.

This document does not cover helpdesk provision or other support services, as to which see our combined support and maintenance services documents.

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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 assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  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 to first party; methods of sending contractual notices to second party; 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 mispresentation; section subject to caveats to limits of liablity.
  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.
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