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Software maintenance agreement (premium)

A long-form software maintenance agreement. It has been designed for use in relation to the provision of maintenance services in relation to software by a software vendor. The services covered include the provision and application of minor version updates and major version upgrades.

An optional SLA is included as a schedule. This sets out the specific manner in which the maintenance services should be provided.

This premium document contains a range of other optional provisions that are omitted from the shorter versions.

This document does not expressly cover support services. See, as an alternative, our software support and maintenance agreement documents.

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Software maintenance agreement (premium) 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. Customer
    Systems
    :
    compliance of second party computer systems.
  6. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  7. Representatives: instructions given by first party representatives; instructions given by second party representatives.
  8. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
  9. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
  10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  14. 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.
  15. 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.
  16. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  17. Data protection: warranty of second party's right to disclose personal data; personal data processing undertakings by first party.
  18. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  19. 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.
  20. 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.
  21. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  22. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  23. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  24. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
  25. 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.
  26. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  27. Assignment: assignment by first party; assignment by second party.
  28. No waivers: no unwritten waivers of breach; no continuing waiver.
  29. Severability: severability of whole; severability of parts.
  30. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  31. Variation: variation in writing and signed, subject to change control.
  32. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  33. Law and jurisdiction: governing law; jurisdiction.
  34. 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. Customer
    Systems
    :
    prompt for indentification of customer system requirements.
  3. Financial provisions: financial provisions prompt.
  4. Representatives: first party representatives; second party representatives.

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 (FORM OF CCN)

  1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
  2. Change details: insert details of change.
  3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
  4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.
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