[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-software-maintenance-agreement-2-D779":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, pursuant to the Master Agreement, First Party and Licensee have entered into License no [NUMBER] (hereinafter referred to as the \"License Agreement\") with respect to such Software Products referred to in such License Agreement (hereinafter referred to as the \"Software\"); WHEREAS Second Party wishes to sell to First Party and Licensee wishes to purchase from Second Party maintenance and support services for the Software pursuant to this Agreement; NOW THEREFORE, consideration of the mutual promises herein, First Party and Second Party agree as follows: Scope Of Agreement During the term of this Agreement, as set forth in Section 2, Second Party agrees to furnish to Licensee the following maintenance and support services for the Software (which shall hereinafter collectively be referred to as the \"Services\"): Software Update, Upgrades and Correction Services As part of the Software Update and Correction Service, Second Party shall promptly provide to First Party: any known problem resolutions relating to the Software as such resolutions become known to Second Party; corrections for problems that Second Party diagnoses as Defects in a currently supported version of the Software; all modifications, refinements, and enhancements (\"Improvements\") which Second Party to incorporates into and makes a part of the Software; Upgrade new releases of the Software which Second Party elects to make available to its general client base; Telephone Support Services Telephone Support Services includes Licensee having direct telephone access to employees of Second Party who have the necessary technical expertise and experience to understand and solve First Party's inquiries concerning the Software Defects as set out in the License Agreement and to clarify Documentation when same is either insufficient or unclear. Such direct telephone access shall be available Monday through Friday, exclusive of statutory holidays, from [HOUR] to [HOUR] (Eastern Standard Time). Second party shall be obligated to provide a response to such telephone inquiries as soon as is practically possible but, in no event, shall such response take more than [NUMBER] business hours to provide. In the event that such response is not satisfactory to First Party, acting reasonably, then Second Party shall promptly provide Software Repair Services. Software Correction Services Should the Software not operate as set out in the License Agreement, Second Party will promptly correct the Software at no additional charge to First Party. TERM The term of this Agreement shall be the same as that of the License Agreement. CHARGES AND PAYMENT Upon execution of this Agreement, Licensee shall pay to Second Party the sum of [AMOUNT] on a [SPECIFY] basis which represents the total amount that Licensee will pay for the Services provided by Second Party pursuant to Exhibit [SPECIFY]. All taxes are excluded and shall be shown separately on Second Party's invoice. WARRANTY Second Party warrants for a period of [NUMBER] days from the date of their being rendered, that the Services will remedy the problem to which they are related. EQUIPMENT/SOFTWARE Second Party shall use the equipment (hardware and software) provided by First Party solely for the provision of the services covered under this Agreement. INSURANCE Second Party hereby accepts total responsibility for the equipment provided by First Party pursuant to Section 5 above. Second Party shall provide First Party with a certificate of insurance indicating coverage for at least [SPECIFY] to cover its liability in the event the equipment is damaged or destroyed. The certificate shall specifically cover the equipment provided by First Party pursuant to Section 5 above and shall name First Party as beneficiary in respect of losses or claims. Such insurance shall remain in full force and effect throughout the term of this Agreement. NON-DISCLOSURE The provisions governing Non-Disclosure set out in the License Agreement in Article [NUMBER] shall apply to this Agreement mutatis mutandis. TITLE TO WORK Upon payment being made in accordance with the terms of this Agreement, all title, rights and interest in all software, printed material and other physical media containing designs, symbols, inventions and reports performed, created or written in accordance with this Agreement along with any rights of intellectual property related thereto, including but not limited to patents, copyrights, trademarks and industrial designs (hereinafter referred to as the \"Work\") shall vest in and inure to the benefit of [SPECIFY]. At [SPECIFY] request, [SPECIFY] shall sign any additional documents necessary (as the case may be) to give full effect to [SPECIFY]s title to the Work",null,"Software Maintenance Agreement 2","5",63,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement-2-D779.png","https://templates.business-in-a-box.com/imgs/250px/779.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#779.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"software maintenance agreement 2","Software Maintenance Agreement 2 Template","https://templates.business-in-a-box.com/imgs/400px/779.png","https://templates.business-in-a-box.com/imgs/600px/779.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Services & Consulting","/templates/services-and-consulting/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,117,132,147,160],{"label":38,"url":39,"thumb":40,"extension":10},"Software Maintenance Agreement","/template/software-maintenance-agreement-D805","https://templates.business-in-a-box.com/imgs/250px/805.png",{"label":42,"url":43,"thumb":44,"extension":10},"Software Maintenance Agreement VAR","/template/software-maintenance-agreement-var-D780","https://templates.business-in-a-box.com/imgs/250px/780.png",{"label":46,"url":47,"thumb":48,"extension":10},"Building Maintenance Agreement","/template/building-maintenance-agreement-D13817","https://templates.business-in-a-box.com/imgs/250px/13817.png",{"label":50,"url":51,"thumb":52,"extension":10},"Equipment Maintenance Agreement","/template/equipment-maintenance-agreement-D1144","https://templates.business-in-a-box.com/imgs/250px/1144.png",{"label":54,"url":55,"thumb":56,"extension":10},"Alliance Agreement Software","/template/alliance-agreement-software-D5176","https://templates.business-in-a-box.com/imgs/250px/5176.png",{"label":58,"url":59,"thumb":60,"extension":10},"Software Distribution Agreement","/template/software-distribution-agreement-D804","https://templates.business-in-a-box.com/imgs/250px/804.png",{"label":62,"url":63,"thumb":64,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":66,"url":67,"thumb":68,"extension":10},"Joint Venture Agreement 2","/template/joint-venture-agreement-2-D888","https://templates.business-in-a-box.com/imgs/250px/888.png",{"label":70,"url":71,"thumb":72,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"label":74,"url":75,"thumb":76,"extension":10},"Custom Software Development Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":78,"url":79,"thumb":80,"extension":10},"Distribution Agreement Software and Multimedia","/template/distribution-agreement-software-and-multimedia-D790","https://templates.business-in-a-box.com/imgs/250px/790.png",{"label":82,"url":83,"thumb":84,"extension":10},"Exclusive Software Distribution Agreement","/template/exclusive-software-distribution-agreement-D5179","https://templates.business-in-a-box.com/imgs/250px/5179.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"software-technology-business",{"label":17,"url":96},"service level agreement","/template/service-level-agreement-D778",{"description":101,"descriptionCustom":6,"label":102,"pages":88,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":115,"url":116},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long",513,"https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":108,"description":6},"consulting agreement long",[110,112],{"label":31,"url":111},"business-legal-agreements",{"label":113,"url":114},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":103,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":125,"description":6},"non disclosure agreement nda",[127,128],{"label":31,"url":111},{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":145,"url":146},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[142],{"label":143,"url":144},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":103,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":159},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":155,"description":6},"master service agreement",[157,158],{"label":31,"url":111},{"label":31,"url":111},"/template/master-service-agreement-D12657",{"description":161,"descriptionCustom":6,"label":162,"pages":120,"size":103,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":175,"url":176},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":167,"description":6},"statement of work",[169,172],{"label":170,"url":171},"Sales & Marketing","sales-marketing",{"label":173,"url":174},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",false,{"seo":179,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":254,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":436,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":519,"classification":520},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183,"robots":191,"family":182,"is_canonical":177},"Software Maintenance Agreement Template 2 (Free Word)","Free software maintenance agreement template covering support levels, response times, updates, fees, and liability. Used in 190+ countries. Free Word and PDF download.","software maintenance agreement template",[184,185,186,187,188,189,190],"software maintenance contract template","software support agreement template","software maintenance agreement word","software maintenance agreement free","it maintenance contract template","software service level agreement template","software support contract free download","noindex,follow",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":177},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Software Maintenance Agreement is a legally binding contract between a software vendor or developer and a client that governs the ongoing support, bug fixing, updates, and maintenance of a software system. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering response-time tiers, update obligations, fees, liability caps, and termination in a single document.\n","Use it after initial software delivery whenever ongoing technical support, patches, or version updates are expected — whether you are the vendor formalizing post-deployment obligations or the client protecting uptime and response-time commitments.\n","Definitions of covered software and services, support tiers and response time SLAs, update and patch obligations, fees and payment schedule, intellectual property ownership, limitation of liability, confidentiality, term, and termination conditions.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Software vendors and ISVs","Formalizing post-delivery support obligations to protect against unlimited liability","persona-software-vendor",{"title":209,"use_case":210,"icon_asset_id":211},"IT service providers","Contracting recurring maintenance work for client-owned systems and applications","persona-it-service-provider",{"title":213,"use_case":214,"icon_asset_id":215},"SaaS companies","Documenting support tiers, uptime commitments, and update cadence for enterprise clients","persona-saas-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate IT departments","Securing vendor response-time guarantees before renewing annual maintenance fees","persona-it-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders","Defining scope and limits of support obligations when licensing software to first customers","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"Procurement and legal teams","Standardizing vendor maintenance terms across a portfolio of business-critical applications","persona-legal-counsel",[229,232,236,240,244,247,250],{"situation":230,"recommended_template":38,"slug":231},"Providing support and patches for licensed on-premise software","software-maintenance-agreement-2-D779",{"situation":233,"recommended_template":234,"slug":235},"Delivering ongoing SaaS platform access with uptime guarantees","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":237,"recommended_template":238,"slug":239},"Engaging a third-party developer for custom software improvements","Software Development Agreement","custom-software-development-agreement-D787",{"situation":241,"recommended_template":242,"slug":243},"Outsourcing all IT infrastructure and application support","Managed IT Services Agreement","it-service-agreement-D13422",{"situation":245,"recommended_template":62,"slug":246},"Licensing software without ongoing support obligations","software-license-agreement-D12928",{"situation":248,"recommended_template":249,"slug":243},"Providing helpdesk and end-user support only, with no code changes","IT Support Services Agreement",{"situation":251,"recommended_template":252,"slug":253},"Defining uptime and incident-response obligations separately from maintenance","Service Level Agreement (SLA)","service-level-agreement-D778",[255,258,261,264,267,270,273,276,279,282,285,288],{"term":256,"definition":257},"Maintenance Services","The defined set of activities the vendor will perform — bug fixes, patches, updates, and support — as specified in the agreement.",{"term":259,"definition":260},"Response Time SLA","A contractually binding commitment to acknowledge and begin working on a reported issue within a stated number of hours, tiered by severity.",{"term":262,"definition":263},"Severity Level","A classification — typically Priority 1 through Priority 4 — describing how critically an issue affects the client's business operations.",{"term":265,"definition":266},"Patch","A small code change released to fix a specific bug, security vulnerability, or performance defect without adding new features.",{"term":268,"definition":269},"Version Update","A release that introduces new functionality or architectural changes, which may or may not be included in the maintenance fee depending on the agreement.",{"term":271,"definition":272},"Workaround","A temporary alternative procedure the vendor provides to restore partial functionality while a permanent fix is in development.",{"term":274,"definition":275},"Escrow (Source Code Escrow)","An arrangement in which a neutral third party holds the software source code and releases it to the client if the vendor ceases operations or breaches the agreement.",{"term":277,"definition":278},"Limitation of Liability","A clause capping the maximum financial damages the vendor can owe the client — commonly set at the fees paid in the preceding 12 months.",{"term":280,"definition":281},"Maintenance Fee","The recurring payment — typically annual — the client pays in exchange for the vendor's ongoing support and update obligations.",{"term":283,"definition":284},"End of Life (EOL)","The date after which the vendor will no longer provide patches, support, or updates for a specific software version.",{"term":286,"definition":287},"Intellectual Property (IP)","Ownership rights in software code, documentation, and modifications — the agreement must clearly state who owns bug fixes and custom enhancements.",{"term":289,"definition":290},"Force Majeure","A clause excusing a party from performance obligations when a failure is caused by events outside their reasonable control, such as natural disasters or infrastructure outages.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Definitions and Covered Software","Lists every defined term used in the agreement and identifies exactly which software products, versions, and environments are covered.","'Software' means [PRODUCT NAME], version [X.X], as delivered to Client on [DATE], installed on [ENVIRONMENT DESCRIPTION]. Capitalized terms not defined herein have the meanings set out in Section 1.","Referencing a product name without specifying the version number. When a new major version is released, the vendor can argue the old version is no longer covered, leaving the client without contractual support.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Scope of Maintenance Services","Defines exactly what the vendor will and will not do — bug fixes, security patches, version updates, performance tuning, and any excluded categories of work.","Vendor shall provide: (a) error corrections and bug fixes; (b) security patches within [X] business days of release; (c) minor version updates (X.Y releases). Excluded: major version upgrades, custom feature development, hardware support, and third-party integrations.","Omitting a clear exclusions list. Without defined exclusions, clients routinely request feature development and infrastructure work under the maintenance fee, leading to scope disputes and project delays.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Support Tiers and Response Time SLAs","Establishes severity levels for reported issues and the corresponding response, workaround, and resolution time commitments for each tier.","Priority 1 (System Down): Initial response within [2] hours; workaround within [8] hours. Priority 2 (Major Function Unavailable): Response within [4] hours; workaround within [24] hours. Priority 3 (Minor Issue): Response within [1] business day; resolution within [5] business days.","Confusing response time with resolution time. Committing to resolving a Priority 1 issue within 4 hours is commercially unworkable for complex bugs — use response and workaround commitments instead.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Client Obligations","States what the client must do to receive support — designating authorized contacts, providing system access, maintaining compatible infrastructure, and reporting issues in the required format.","Client shall: (a) designate up to [X] named contacts authorized to submit support requests; (b) provide Vendor with remote access credentials within [2] hours of a Priority 1 report; (c) maintain [SUPPORTED OS/DATABASE VERSIONS] as specified in Schedule A.","No authorized-contact limit. An unlimited open-support channel enables every end user to submit tickets directly, overwhelming vendor resources and degrading response quality for genuine critical issues.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Fees, Payment Schedule, and Adjustments","Sets the annual maintenance fee, payment due date, invoice cycle, late-payment interest, and any formula for annual price increases.","Client shall pay an annual Maintenance Fee of $[AMOUNT], invoiced [30] days before each anniversary of the Effective Date, due within [Net 30] of invoice. Vendor may increase the fee by up to [CPI + 3]% per year with [60] days' written notice.","No price-adjustment mechanism. A fixed fee with no escalation clause means the vendor absorbs inflation indefinitely, creating incentive to under-resource the account or seek contract renegotiation at renewal.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Intellectual Property Ownership","Confirms who owns the original software, any patches or bug fixes created under the agreement, and any custom enhancements separately commissioned by the client.","All corrections, patches, and updates to the Software created by Vendor remain the exclusive property of Vendor. Custom enhancements developed under a separate Statement of Work and paid for entirely by Client shall be owned as specified in that Statement of Work.","Assuming client-funded bug fixes are automatically owned by the client. Without explicit language, the vendor retains IP in fixes they developed — even when the client paid for the maintenance contract that triggered the work.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Limitation of Liability and Disclaimer of Warranties","Caps the vendor's maximum financial exposure and disclaims implied warranties, ensuring the vendor's risk is proportionate to the fees received.","Vendor's aggregate liability under this Agreement shall not exceed the total Maintenance Fees paid by Client in the [12] months preceding the claim. IN NO EVENT SHALL VENDOR BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR DATA LOSS.","Setting no liability cap at all. Without a cap, a vendor faces potentially unlimited exposure for a failed patch on a business-critical system — a risk no reasonable maintenance fee can price.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Confidentiality","Prohibits both parties from disclosing the other's confidential information obtained during the performance of maintenance services, including source code, system architecture, and business data.","Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent. This obligation survives termination for [3] years.","No mutual confidentiality — only a one-way obligation on the vendor. The client exposes sensitive system architecture, database schemas, and production credentials during maintenance; those deserve protection too.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Term, Renewal, and Termination","Sets the initial contract term, auto-renewal mechanics, and the conditions under which either party may terminate — for cause, for convenience, or on material breach.","This Agreement commences on the Effective Date and continues for [1] year, renewing automatically for successive [1]-year terms unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period.","No cure period before termination for breach. Allowing immediate termination for any breach gives one party leverage to exit the contract over a minor billing dispute — a cure period is standard and courts expect it.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing Law, Dispute Resolution, and Entire Agreement","Specifies which jurisdiction's law governs, how disputes are resolved (arbitration, mediation, or litigation), and confirms the document supersedes all prior agreements.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Disputes shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY]. This Agreement constitutes the entire agreement between the parties and supersedes all prior representations and understandings.","Choosing a governing law with no connection to where either party operates. Some jurisdictions impose mandatory consumer or IT-contract protections that override contractual choice-of-law provisions — a lawyer in the vendor's jurisdiction should confirm enforceability.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify the parties and the covered software","Enter the full legal entity names of the vendor and client, their registered addresses, and the exact software product name, version number, and deployment environment covered by the agreement.","Attach a Schedule A listing every software module and version — vague product references create scope disputes when a new major release is launched.",{"step":349,"title":350,"description":351,"tip":352},2,"Define the scope of maintenance services and exclusions","List every service included — bug fixes, security patches, minor updates — and explicitly exclude everything else: major version upgrades, new feature development, hardware support, and third-party integrations.","Write the exclusions list before the inclusions list. Starting with exclusions forces precision and prevents scope creep from an underspecified inclusions list.",{"step":354,"title":355,"description":356,"tip":357},3,"Set support tiers and response time commitments","Define at least three severity levels (critical, major, minor) and assign specific response, workaround, and resolution time targets to each. Use business hours versus 24/7 coverage distinctions where applicable.","Tie Priority 1 response times to a 24/7 on-call obligation only if your support staffing actually covers it — an unworkable SLA is worse than a realistic one.",{"step":359,"title":360,"description":361,"tip":362},4,"Establish the maintenance fee and payment terms","Enter the annual fee, invoice date, payment due date (Net 30 is standard), late-payment interest rate (1.5% per month is typical), and any annual escalation formula tied to CPI or a fixed percentage.","Include the escalation formula even if you plan to hold fees flat for Year 1 — removing it later requires a contract amendment.",{"step":364,"title":365,"description":366,"tip":367},5,"Clarify intellectual property ownership of fixes and enhancements","Confirm that the vendor retains ownership of all patches and standard updates. If the client commissions custom enhancements, reference a separate Statement of Work that governs IP ownership for that specific work.","Add a license-back clause so the client gets a perpetual license to use any vendor-owned bug fixes that are embedded in the client's production environment.",{"step":369,"title":370,"description":371,"tip":372},6,"Insert the liability cap and warranty disclaimer","Set the vendor's aggregate liability cap — typically 12 months of fees paid — and include an explicit disclaimer of implied warranties of merchantability and fitness for a particular purpose.","Caps below 3 months of fees are routinely challenged as unconscionable by courts in enterprise software disputes; 12 months is the broadly accepted standard.",{"step":374,"title":375,"description":376,"tip":377},7,"Set the term, renewal notice period, and termination rights","Choose the initial term (1 year is standard), the auto-renewal notice window (60 days gives both parties time to plan), and include a 30-day cure period before either party may terminate for material breach.","Set the renewal notice deadline in a calendar reminder at contract execution — missing the auto-renewal window is one of the most common and costly contract administration errors.",{"step":379,"title":380,"description":381,"tip":382},8,"Execute before the support period begins","Both authorized signatories must sign the agreement before the vendor begins providing maintenance services. Post-start-date signatures can weaken the enforceability of limitation-of-liability and IP clauses.","Use a dated e-signature platform to create a timestamped execution record — this is critical evidence if a dispute arises over when obligations began.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"No defined exclusions list","Clients interpret an open-ended 'maintenance services' clause as covering any technical request — feature builds, infrastructure migrations, and third-party integrations. This turns a fixed-fee maintenance contract into an uncapped labor obligation.","Draft a specific exclusions list in Schedule B covering at minimum: new feature development, major version upgrades, hardware and network support, and custom integrations. Reference it in the scope clause.",{"mistake":389,"why_it_matters":390,"fix":391},"Committing to resolution times instead of response times","A complex bug in a business-critical system can take days or weeks to resolve safely. A contractual promise to resolve Priority 1 issues within 4 hours exposes the vendor to immediate breach and damages claims on nearly every critical ticket.","Structure SLAs around response time (acknowledgment), workaround time (temporary fix), and target resolution time (permanent fix), and make resolution targets 'best efforts' rather than absolute commitments.",{"mistake":393,"why_it_matters":394,"fix":395},"No liability cap","A failed patch on an enterprise system can cause millions in lost revenue. Without a cap, the vendor's maintenance fee — often $10,000–$50,000 per year — bears no rational relationship to the financial exposure.","Insert a limitation-of-liability clause capping aggregate damages at the fees paid in the prior 12 months, and explicitly exclude indirect, consequential, and punitive damages.",{"mistake":397,"why_it_matters":398,"fix":399},"Auto-renewal with no notice obligation","Auto-renewal without a required notice period locks clients into another full contract year they did not plan for, leading to payment disputes, chargebacks, and relationship damage.","Require both parties to provide written non-renewal notice at least 60 days before the anniversary date, and send a proactive reminder invoice 90 days out so clients have time to budget and decide.",{"mistake":401,"why_it_matters":402,"fix":403},"Omitting client obligations","Without documented client obligations — designating contacts, maintaining supported environments, providing system access — the vendor cannot meet SLAs and has no contractual defense when response times are missed.","Add a dedicated client obligations section covering authorized support contacts, supported environment maintenance, access provisioning timelines, and issue-reporting requirements.",{"mistake":405,"why_it_matters":406,"fix":407},"One-way confidentiality favoring only the vendor","Clients expose production credentials, database schemas, and proprietary business logic during maintenance support. A one-way NDA leaves that information unprotected and creates liability for the client if the vendor shares it.","Make confidentiality mutual — both parties agree to protect the other's confidential information under the same standard — and specify that production credentials are Confidential Information by definition.",[409,412,415,418,421,424,427,430,433],{"question":410,"answer":411},"What is a software maintenance agreement?","A software maintenance agreement is a legally binding contract between a software vendor or developer and a client that governs ongoing support, bug fixing, security patching, and updates for a software system. It defines which services are included, the response-time commitments for reported issues, the annual maintenance fee, and the limits of the vendor's liability. It is distinct from the original software license or development agreement and typically runs for one year with auto-renewal.\n",{"question":413,"answer":414},"What is the difference between a software maintenance agreement and a software license agreement?","A software license agreement grants the client the right to use the software and sets the terms of that license — scope, restrictions, and fees. A maintenance agreement governs what happens after the license is granted: who fixes bugs, how quickly, how patches are delivered, and what the client pays for continued support. Most enterprise software deployments require both documents: the license defines the right to use, the maintenance agreement defines the right to ongoing support.\n",{"question":416,"answer":417},"Is a software maintenance agreement legally required?","No statute mandates a formal software maintenance agreement, but operating without one leaves both parties exposed. The vendor has no contractual cap on its support obligations or liability, and the client has no enforceable response-time or patch-delivery commitments. In most jurisdictions, implied-contract principles could create open-ended support duties in the absence of a written agreement — typically to the vendor's disadvantage.\n",{"question":419,"answer":420},"What should a software maintenance agreement include?","At minimum: a precise definition of the covered software and versions, the scope of maintenance services and explicit exclusions, support tiers with response and workaround time commitments, client obligations, the annual maintenance fee and payment terms, IP ownership of patches and enhancements, a limitation of liability and warranty disclaimer, confidentiality obligations, term and auto-renewal mechanics, and governing law. Missing any of these creates gaps that courts fill with jurisdiction-specific defaults — which rarely favor the vendor.\n",{"question":422,"answer":423},"How is the maintenance fee typically calculated?","The most common formula is 15–20% of the original software license fee per year, though SaaS and cloud-hosted products increasingly bundle maintenance into the subscription price. For custom-developed software, fees are often negotiated as a fixed annual amount based on estimated support hours. Enterprise agreements typically include an annual escalation mechanism of CPI plus 2–5% to keep fees commercially viable over a multi-year term.\n",{"question":425,"answer":426},"Who owns the intellectual property in bug fixes and patches?","By default, the vendor retains ownership of all code — including bug fixes and patches — they create under a maintenance agreement, unless the contract explicitly assigns ownership to the client. For clients who need to maintain or modify the software independently, the agreement should include a perpetual license to use all vendor-created fixes, or a source-code escrow arrangement. Custom enhancements separately commissioned and paid for by the client should be addressed in a standalone Statement of Work with explicit IP assignment language.\n",{"question":428,"answer":429},"What is source code escrow and should I include it?","Source code escrow is an arrangement where the software's source code is held by a neutral third party and released to the client if the vendor ceases operations, enters insolvency, or materially breaches the maintenance agreement. It is strongly recommended for any client whose business operations depend on software that is not open source. Escrow arrangements typically cost $1,000–$5,000 per year to establish and maintain, and the cost and release conditions should be addressed in the maintenance agreement.\n",{"question":431,"answer":432},"Can a software maintenance agreement be terminated early?","Yes — most maintenance agreements allow either party to terminate for material breach, typically after a 30-day written cure period. Some agreements also allow termination for convenience by either party with 60–90 days' notice. Clients should check whether early termination triggers a refund of prepaid fees; vendors should confirm whether termination-for-convenience clauses require a buyout or wind-down payment. Courts generally enforce these clauses as written when the terms are clear and mutually agreed.\n",{"question":434,"answer":435},"Do I need a lawyer to draft a software maintenance agreement?","For straightforward domestic software support with a small or medium-sized client, a well-structured template is typically sufficient. Engage a technology lawyer when the contract involves enterprise-scale deployments where a failed patch could cause material business loss, cross-border parties with conflicting governing-law requirements, source-code escrow obligations, or custom IP assignment provisions. A 1–2 hour template review typically costs $400–$800 and is advisable for any engagement where annual fees exceed $25,000.\n",[437,441,445,449,453,457],{"industry":438,"icon_asset_id":439,"specifics":440},"Financial Services","industry-fintech","Regulatory change management obligations require patches to be deployed on tight statutory timelines, and liability caps must account for the outsized financial impact of system downtime on trading, banking, or payment processing.",{"industry":442,"icon_asset_id":443,"specifics":444},"Healthcare and MedTech","industry-healthtech","HIPAA and medical-device regulations impose strict requirements on software change management, validation documentation, and audit trails for every patch applied to clinical or patient-data systems.",{"industry":446,"icon_asset_id":447,"specifics":448},"SaaS and Technology","industry-saas","Maintenance obligations are typically bundled into subscription pricing, but enterprise agreements often require a separate maintenance addendum detailing uptime SLAs, hotfix deployment timelines, and version-deprecation notice periods.",{"industry":450,"icon_asset_id":451,"specifics":452},"Manufacturing and Industrial","industry-manufacturing","ERP and operational technology systems require maintenance agreements with 24/7 Priority 1 coverage and clear supported-environment specifications, since downtime on the shop floor translates directly to production losses.",{"industry":454,"icon_asset_id":455,"specifics":456},"Retail and E-commerce","industry-ecommerce","Seasonal traffic peaks create predictable high-risk windows — maintenance agreements for retail platforms should specify blackout periods during which no non-emergency patches may be deployed without client approval.",{"industry":458,"icon_asset_id":459,"specifics":460},"Professional Services","industry-professional-services","Law firms, accounting practices, and consultancies rely on practice-management and billing software where security patching and data-confidentiality obligations under client privilege require elevated confidentiality provisions in maintenance contracts.",[462,465,468,471],{"vs":62,"vs_template_id":463,"summary":464},"software-license-agreement-D572","A software license agreement grants the right to use the software and defines usage restrictions, fees, and ownership. A maintenance agreement governs what happens after deployment — who fixes bugs, on what timeline, and at what cost. Most enterprise software relationships require both documents; using only a license agreement leaves support obligations undefined and often unenforceable.",{"vs":238,"vs_template_id":466,"summary":467},"software-development-agreement-D573","A software development agreement covers the build phase — scope, milestones, deliverables, acceptance criteria, and initial IP assignment. A maintenance agreement takes over after acceptance, covering the ongoing support lifecycle. The development agreement should explicitly state that a maintenance agreement will govern post-delivery support, to prevent disputes about whether support is included in the development fee.",{"vs":252,"vs_template_id":469,"summary":470},"service-level-agreement-D574","An SLA is a standalone document — or a schedule within a larger agreement — that quantifies performance commitments: uptime percentages, response times, and remedies for failures. A software maintenance agreement is the broader contract that includes an SLA as one component alongside fees, IP, liability, and termination. For complex deployments, the SLA is often attached as Schedule B to the maintenance agreement.",{"vs":472,"vs_template_id":473,"summary":474},"IT Consulting Agreement","it-consulting-agreement-D576","An IT consulting agreement governs project-based or time-and-materials technical work — advisory services, assessments, and custom development. A maintenance agreement governs recurring, ongoing obligations tied to a specific software product. If a consultant performs both project work and ongoing maintenance, the two contracts should coexist with clear boundaries to avoid fee and scope disputes.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Small to mid-size software vendors and IT service providers with standard domestic maintenance engagements under $25,000 per year","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"Enterprise software deployments, cross-border clients, or agreements involving source-code escrow or custom IP provisions","$400–$800 (1–2 hours of technology lawyer review)","2–5 business days",{"best_for":485,"cost":486,"time":487},"Mission-critical systems in regulated industries (healthcare, finance), multi-vendor maintenance stacks, or agreements with bespoke liability and SLA structures","$2,000–$8,000+","2–4 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Software maintenance agreements are governed primarily by state contract law, with the Uniform Commercial Code (UCC) applying in some states to software as a good. Limitation-of-liability clauses are generally enforceable but must not be unconscionable — caps below one month of fees have been challenged. California courts apply particularly strict scrutiny to limitation-of-liability and warranty-disclaimer clauses in B2B software agreements.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canadian courts apply common-law contract principles in most provinces; Quebec's Civil Code may impose different standards on contracts involving Quebec-domiciled parties. Limitation-of-liability clauses are enforceable if clearly brought to the other party's attention at signing. PIPEDA and provincial privacy statutes (notably Quebec Law 25) impose obligations on vendors who access personal data during maintenance — these should be addressed in a data-processing addendum.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 (UCTA) and the Consumer Rights Act 2015 restrict the enforceability of exclusion and limitation-of-liability clauses — particularly in B2C contexts. For B2B agreements, limitation clauses must satisfy a reasonableness test. Post-Brexit, UK GDPR governs personal data processed during maintenance activities and requires a Data Processing Agreement if the vendor accesses client personal data.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU GDPR applies whenever a vendor accesses personal data during maintenance, requiring a Data Processing Agreement (DPA) under Article 28 — this should be attached as a schedule or referenced in the maintenance agreement. The EU Directive on the Sale of Goods and associated national consumer-protection laws apply in B2C contexts and may impose mandatory warranty obligations. Member states vary in how they treat limitation-of-liability clauses; German courts are particularly restrictive regarding blanket consequential-damage exclusions.",[246,239,253,510,511,512,513,514,515,516,517,518],"consulting-agreement---long-D12543","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","master-service-agreement-D12657","statement-of-work-D12981","data-processing-agreement-D13954","administrative-services-agreement-D850","web-site-hosting-agreement-D776","professional-services-agreement-D13277",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":111,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"services-and-consulting","agreement","software-and-technology","all-stages",[526,527,528,529,530],"saas","software-maintenance","service-agreement","support-contract","vendor-agreement",0.92,"\u003Ch2>What is a Software Maintenance Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Maintenance Agreement\u003C/strong> is a legally binding contract between a software vendor (or IT service provider) and a client that governs the ongoing support, bug fixing, security patching, and version updates for a specific software system after its initial delivery or deployment. Unlike a software license agreement — which grants the right to use the software — a maintenance agreement defines what the vendor will do to keep it working: how quickly they will respond to reported issues, what categories of fixes are included, how patches are delivered, and what the client pays annually for this continued support. The agreement also sets the limits of the vendor's financial liability and clarifies who owns any code created in the course of maintenance work.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed software maintenance agreement, both parties are exposed in ways that become painful fast. The vendor faces potentially unlimited support obligations — no defined scope, no response-time boundaries, no liability cap — meaning a failed patch on a business-critical system could generate damages claims far exceeding the maintenance fee. The client, meanwhile, has no enforceable SLA: the vendor can take days to acknowledge a critical outage, deprioritize security patches, or simply stop providing updates without consequence. Courts filling the gaps with implied-contract principles consistently produce outcomes that neither party anticipated. A properly executed maintenance agreement closes these gaps before the first support ticket is filed — protecting the vendor's economics, guaranteeing the client's uptime commitments, and giving both parties a clear, enforceable framework for the entire support lifecycle. This template gives you a professionally structured starting point that covers every material clause, ready to customize and execute in under an hour.\u003C/p>\n",1781186033791]