This Product Support and Maintenance Service Agreement is used by a product
manufacturer to provide support and maintenance services to its consumers. The
agreement is typically included with the product and gives the consumer the option of
purchasing the services. This document sets forth the material terms and conditions of
the agreement including the support and maintenance services offered, the term of the
agreement, and payment details. It contains numerous standard provisions and may be
customized to address the specific needs of the parties. This should be used by
product manufacturers, especially software developers when offering support and
maintenance services to consumers.
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Product Support and Maintenance Service Agreement
This Product Support and Maintenance Service Agreement (the Agreement),
made on the (date), between (Name of Company), a corporation organized and
existing under the laws of the state of (name of state), with its principal office
located at (street address, city, state, zip code), referred to herein as Company,
and (Name of Client), a corporation organized and existing under the laws of the
state of (name of state), with its principal office located at (street address, city,
state, zip code), referred to herein as Client.
1. General information. This Agreement governs the provision to Client by
Company of support and maintenance services of the Product (the Product)
licensed by Client from Company. Said Product is described in Exhibit A
attached hereto and made a part hereof. During the term of this Agreement,
Company will, for the annual maintenance fee specified in Section 4 (the
Maintenance Fee), provide the maintenance services described in Section 2 (the
2. Maintenance Services.
A. Telephone Support. Company will provide Client with telephone
consultation concerning the Product during Company’s normal business
hours (8:00 AM to 6:00 PM Monday-Friday).
B. Product Updates. Major Product updates will be provided to
Client at no additional charge during the term of this Agreement (the
Updates). Company will notify Client of any major update and provide
Client with details on how to obtain Client’s update copy.
C. Correction of Reproducible Errors. Company will investigate
suspected reproducible errors in the Product, provided Client sends
Company a written report accompanied by evidence of the suspected
error. If Company agrees that the reported error is genuine, it will use
reasonable efforts to correct the error in the next release of a Product
3. Term. The term of this Agreement will begin upon our receipt from Client
of the Maintenance Fee, and continue for a period of number months. After the
initial term it will automatically renew for successive number month periods,
unless (i) one of us gives the other written notice of non-renewal at least
(number) days prior to the expiration of the term then in effect; or (ii) this
Agreement terminates pursuant to Section 8.
4. Charges and Payment. The Maintenance Fee will be as stated on
Company’s standard published price list. Client must purchase Maintenance
Services for the total number of authorized copies of the Product for which a
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license fee has been paid. Within (number) days prior to the expiration of the
initial term or any renewal term, Company will send Client an invoice specifying
the Maintenance Fee due for the next term. Payment of this invoice is due by the
first day of the subsequent term. Only copies of the Product for which
Maintenance Fee has been paid will get Maintenance Services
5. Warranty. Company will not be obligated to remedy any Product defects
caused by Client’s modification or misuse of the Product or any non-reproducible
reported error. Company makes no warranties with respect to this Agreement or
the maintenance services being provided, either express or implied, including
without limitation, any warranty of merchantability or fitness for a particular
6. Limitation of Liability. In no event will Company be liable for the cost of
substitute procurement, special, indirect, incidental, or consequential damages,
or lost profits arising out of or in connection with this Agreement or the
performance by Company of the maintenance services. In no event will
Company’s total liability for any damages in any section, either in contract or in
tort, based on or arising out of or in connection with this Agreement, exceed the
total amount paid to Company pursuant to this Agreement for the term in effect at
the time such liability arises.
7. Confidentiality. The Updates provided to Client by Company pursuant to
this Agreement represent confidential proprietary information of Company. Client
may not alter, modify, adapt, decompile or disassemble any Update, and Client
must take adequate steps to protect the Updates from unauthorized disclosure or
8. Termination. Company may terminate this Agreement immediately (i) in
the event that Client’s license for the Product is terminated or Client has not paid
the Maintenance Fee by any applicable due date; or (ii) in the event Client fails to
comply with any term or condition of this Agreement, and fails to cure such non-
compliance within (number) days after receiving written notice of non-
compliance. The termination of this Agreement by Company shall not affect any
sums previously paid or due under this Agreement.
The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions
shall be deemed to be in full force and effect as if they had been executed by
both parties subsequent to the expungement of the invalid provision.
10. No Waiver
The failure of either party to this Agreement to insist upon the performance
of any of the terms and conditions of this Agreement, or the waiver of any breach
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of any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall
continue and remain in full force and effect as if no such forbearance or waiver
11. Governing Law
This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of (name of state).
Unless provided herein to the contrary, any notice provided for or
concerning this Agreement shall be in writing and shall be deemed sufficiently
given when sent by certified or registered mail if sent to the respective address of
each party as set forth at the beginning of this Agreement.
13. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all
the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.
14. Mandatory Arbitration
Notwithstanding the foregoing, and anything herein to the contrary, any
dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each
party shall select one arbitrator and both arbitrators shall then select a third. The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
15. Entire Agreement
This Agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding upon either party except to the extent
incorporated in this Agreement.
16. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if placed in
writing and signed by each party or an authorized representative of each party.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
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WITNESS our signatures as of the day and date first above stated.
(Name of Company) (Name of Client)
(Signature of Officer) (Signature of Officer)
(Printed Name & Office in Corporation) (Printed Name & Office in Corporation)
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