Agreement for Maintenance of Software
This maintenance agreement specifically governs the
relationship between a user or owner of software and a service
company. This form should be used by any software user or
owner to protect themselves or a company from likely problems
that will arise with the software.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
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modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
does not provide legal advice. The information and forms are not a substitute for the advice of
your own attorney.
Agreement for Maintenance of Software
This maintenance service agreement (“Agreement”) is made between
____________________, located at ____________________ (“Service Company”), and
____________________, located at ____________________ (“Purchaser”) agree:
REPRESENTATIONS AND WARRANTIES: PURCHASER represents and warrants that
Purchaser is an authorized user or owner of the software system named
____________________.
SCOPE OF SERVICES: Service Company shall supply all the needed assistance to make the
software perform pursuant to its listed specifications. Service Company is not required to
correct deficiencies which are results of third party’s errors in programming, or failure to
program. Maintenance shall include reconfiguration of the software if reasonably required to
accomplish tasks within the capability of the program.
If Purchaser obtains a new version of the software (upgrade), Service Company shall
reconfigure the system and convert the date to the new version. However, the parties agree to
negotiate in good faith a new one-time charge for re-installation if complete re-installation is
needed.
On-site service will be provided at each contracted site in response to calls received
during the hours _____________ and _____________. [set forth hours of operation]
Maintenance Service shall not include (i) damage caused by unauthorized
unauthorized persons to attempting to repair or maintain the software; (ii) maintenance or
repairs resulting from misuse, natural disaster (including lightning damage), neglect or
negligence of the Purchaser, or external causes such as, but not limited to, failed or faulty
electrical power; or (iii) repairs caused by unauthorized modifications or alterations.
At no additional charge, Service Company shall provide to Purchaser _______ hours
of initial training to use the software, and training to refresh the knowledge of employees that
have previously received the initial training. Such training shall take place at
_____________________, unless otherwise agreed upon by the parties. Purchaser may buy
additional training in excess of the hours contemplated in this section at a cost of
______________ dollars ($______________) per hour.
SERVICE BY PARTIES NOT AUTHORIZED BY SERVICE COMPANY: Purchaser shall not
authorize or cause maintenance or repairs to be made to the Software by its employees or
contractors, unless Service Company’s written consent is obtained prior to such maintenance.
CHARGES: Purchase shall pay to Service Company ______________ dollars
($______________) on ________________ [date].
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WARRANTY OF SERVICE COMPANY: Service Company warrants that the services
provided under this agreement will be performed in a timely and workmanlike manner, using
only qualified maintenance technicians, familiar with the software and its operation. Service
Company warrants that no liens or encumbrances will result from the performance of the
services contemplated hereunder, and that such performance will not create or constitute an
infringement of any copyright, trade secret, trademark, patent, invention, or proprietary rights
of any third party. Service Company makes no other express or implied warranties with
respect to this agreement or the materials and services contemplated hereunder.
LIMITATION OF LIABILITY FOR SERVICE COMPANY: Service Company's total liability
under this remedial maintenance service agreement shall be limited to the total paid to
Service Company up to the date of the loss under this remedial maintenance service
agreement. in no event shall Service Company be liable for any indirect, special, punitive, or
consequential damages arising from or relating to this agreement, including but not limited to
loss of profits or revenue, damage to business or business relations, loss of use of equipment,
cost of capital, cost of substituted facilities or services, down-time costs, or claims by buyers
of Service Company's Purchaser.
TERMINATION: This agreement may be terminated under two conditions:
1) a breach of the contract,
2) termination without a breach of the contract
If a Purchaser commits a breach of the contract, the Service Company shall give a written
notice specifying the alleged breach. The Service Company must allow the Purchaser to cure
the breach within fifteen (15) days. If the Service Company has already given notice of a
similar breach, the Service Company may either:
a) allow a period of five (5) days to cure the breach; or,
b) give a notice of immediate termination.
If the Service Company commits a breach, the Purchaser shall send written notice to the
Service Company, which specifically sets forth the alleged breach. Purchaser must allow the
Service Company fifteen (15) days to cure the breach. If the Purchaser has already
complained of a similar breach, the Purchaser may either:
a) allow a period of five (5) days to cure the breach; or,
b) give a notice of immediate termination.
The following actions are some examples of what will constitute a breach by the Purchaser:
a) the Purchaser altering the software or hardware without the prior written
consent of the Service Company;
b) Purchaser’s refusal to cooperate with reasonable requests of Service
Company;
c) Purchaser’s failure to provide a proper electrical supply.
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Either party may terminate this Agreement with respect to such site upon sixty (60) days
prior written notice without cause.
WAIVER OF BREACH. The waiver by party of any specific breach by the other of any
provision of this Agreement shall not be deemed a waiver of any future breach or
noncompliance.
NO THIRD PARTY BENEFICIARIES. The parties do not intend that this Agreement benefit
or create any right or cause of action in any third person.
SUBCONTRACTING. Service Company retains the right to subcontract any service
described herein to the qualified subcontractor(s) of Seller's choosing. Notwithstanding such
subcontracting of service, Seller shall remain fully liable for the faithful performance of its
obligations under this Agreement.
ASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations under
this Agreement without the prior written consent of the other, which consent shall not be
unreasonably delayed or withheld; any prohibited assignment or delegation shall be void.
GOVERNING LAW. Any and all matters of dispute between the parties to this agreement,
whether arising from the agreement itself or arising from alleged extra contractual facts prior
to, during or subsequent to the agreement, including, without limitation, fraud,
misrepresentation, negligence or any other alleged tort or violation of the contract, shall be
governed by, construed and enforced in accordance with the laws of the state of
____________________, not including its choice of laws rules but including its statutes of
limitations, regardless of the legal theory upon which such matter is asserted.
NOTICE. Any notice required to be given hereunder shall be sufficient if sent by certified or
registered mail to either party at its address as shown herein or as either party subsequently
designates in writing to the other, and shall be effective as of the date of receipt thereof.
ENTIRE AGREEMENT. This Agreement, including its attachments and executed
Schedule(s), constitutes the final, complete, and fully integrated expression of the parties
with respect to its subject matter and supersedes any prior Agreement, representation or
understanding with respect to the same. This Agreement may be modified or amended only
by a writing executed by both parties.
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Dated: ______________________
Purchaser
____________________________________________
By ____________________
Its ____________________
Service Company
_____________________________________________
By ____________________
Its ____________________
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