This maintenance agreement specifically governs the relationship between a user or
owner of software and a service company. It contains the material terms of the service
agreement including the scope of services, manner of payment and a limitation of
liability. The document contains both standard clauses and opportunities for the use of
optional terms and conditions making it fully customizable to fit the needs of the
contracting parties. This form should be used to assure that the terms of the agreement
between the contracting parties is adequately and unambiguously set forth in writing.
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
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].
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
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 te