[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-software-maintenance-agreement-var-D780":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":171,"customdescription":6,"mdFm":172,"mdProseHtml":524},{"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: [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] AND: [SERVICE PROVIDER NAME] (the \"Service Provider\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Company and Service Provider have concluded a Value Added Reseller Agreement (hereinafter referred to as the \"VAR Agreement\") on, [DATE] with respect to certain Software Products referenced in Exhibit [SPECIFY] to the said Agreement (hereinafter referred to as the \"Software\"); WHEREAS Company wishes to sell to Provider and Provider wishes to purchase from Company the services of maintenance and support for the Software pursuant to this Agreement; NOW THEREFORE, consideration of the mutual promises herein, Service Provider and Company agree as follows: SCOPE OF AGREEMENT During the term of this Agreement, as set forth in Section 2, Company agrees to furnish to Service Provider the following services for the maintenance and support of the Software (which shall hereinafter collectively be referred to as the \"Services\"): Software Update and Correction Service As part of the Software Update and Correction Service, Company shall promptly provide to Service Provider: any known problem resolutions relating to the Software as such resolutions become known to Company; corrections for problems that Company diagnoses as defects in a currently supported version of the Software; all modifications, refinements, and enhancements (\"Improvements\") which Company to incorporates into and makes a part of the Software; new releases of the Software which Company elects to make available to its general client base; Telephone Support Service Telephone Support Service includes Service Provider having direct telephone access to employees of Company who have the necessary technical expertise and experience to understand and solve Service Provider's inquiries concerning the Software failing to work as set out in the VAR 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] [SPECIFY TIME ZONE]. Company 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 Service Provider, acting reasonably, then Company shall promptly provide Software Repair Services. Software Repair Service Should the Software not operate as set out in the VAR Agreement, Company will promptly repair the Software at no additional charge to Service Provider. TERM The term of this Agreement shall be the same as that of the VAR Agreement. CHARGES AND PAYMENT Upon execution of this Agreement, service Provider shall pay to Company the sum of [AMOUNT] on a [WEEKLY/MONTHLY/ANNUAL] basis, which represents the total amount that Service Provider will pay for the Services provided by Company pursuant to Exhibit [SPECIFY]. WARRANTY Company 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 COMPANY shall use the equipment (hardware and software) provided by Service Provider solely for the provision of the services covered under this Agreement. INSURANCE Company hereby accepts total responsibility for the equipment provided by Service Provider pursuant to Section 5 above. Company shall provide Service Provider with a certificate of insurance indicating coverage for at least [AMOUNT] to cover its liability in the event the equipment is damaged or destroyed. The certificate shall specifically cover the equipment provided by Service Provider pursuant to Section 5 above and shall name Service Provider 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 VAR 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 Service Provider. At Service Provider's request, Company shall sign any additional documents necessary (as the case may be) to give full effect to Service Provider's title to the Work",null,"Software Maintenance Agreement VAR","5",58,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement_var-D780.png","https://templates.business-in-a-box.com/imgs/250px/780.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#780.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"software maintenance agreement var","Software Maintenance Agreement VAR Template","https://templates.business-in-a-box.com/imgs/400px/780.png","https://templates.business-in-a-box.com/imgs/600px/780.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/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,116,131,144,158],{"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 2","/template/software-maintenance-agreement-2-D779","https://templates.business-in-a-box.com/imgs/250px/779.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},"Custom Software Development Agreement","/template/custom-software-development-agreement-D787","https://templates.business-in-a-box.com/imgs/250px/787.png",{"label":70,"url":71,"thumb":72,"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":74,"url":75,"thumb":76,"extension":10},"Exclusive Software Distribution Agreement","/template/exclusive-software-distribution-agreement-D5179","https://templates.business-in-a-box.com/imgs/250px/5179.png",{"label":78,"url":79,"thumb":80,"extension":10},"Software Development and Publishing Agreement","/template/software-development-and-publishing-agreement-D802","https://templates.business-in-a-box.com/imgs/250px/802.png",{"label":82,"url":83,"thumb":84,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":99},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their 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: [NAME OF THE CLIENT], (the \"Client\"), an individual with their 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] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":94,"description":6},"it service agreement",[96,98],{"label":31,"url":97},"business-legal-agreements",{"label":31,"url":97},"/template/it-service-agreement-D13422",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":89,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":114,"url":115},"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","12","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",[110,111],{"label":31,"url":97},{"label":112,"url":113},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":89,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"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":124,"description":6},"non disclosure agreement nda",[126,127],{"label":31,"url":97},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":89,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":143},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":139,"description":6},"service agreement",[141,142],{"label":31,"url":97},{"label":31,"url":97},"/template/service-agreement-D12711",{"description":145,"descriptionCustom":6,"label":146,"pages":134,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":156,"url":157},"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",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},[153],{"label":154,"url":155},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":89,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"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":166,"description":6},"master service agreement",[168,169],{"label":31,"url":97},{"label":31,"url":97},"/template/master-service-agreement-D12657",false,{"seo":173,"reviewer":186,"legal_disclaimer":185,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":249,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":511,"classification":512},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177,"family":176,"is_canonical":185},"Software Maintenance Agreement Var D Template (Free Word)","Free software maintenance agreement template covering updates, support SLAs, bug fixes, fees, and termination. Used in 190+ countries. Free Word and PDF download.","software maintenance agreement template",[178,179,180,181,182,183,184],"software maintenance contract template","software support agreement template","software maintenance agreement free","it maintenance agreement template","software service level agreement template","software maintenance contract word","software support contract template",true,{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":185,"signature_required":185,"notarization_required":171},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Software Maintenance Agreement is a legally binding contract between a software vendor or developer and a client that defines the ongoing obligations for maintaining, updating, and supporting a software system after initial delivery. This free Word download covers service scope, response times, update and patch delivery, fees, liability limits, and termination in a single structured document you can edit online and export as PDF.\n","Use it immediately after a software development or licensing engagement concludes, or any time a client needs guaranteed ongoing support for a mission-critical application. It is equally relevant when a vendor takes over maintenance of a third-party system not originally built in-house.\n","Defined maintenance scope and exclusions, service level commitments with response and resolution time targets, update and patch delivery obligations, fee structure and payment terms, IP ownership of enhancements, confidentiality, liability cap, and termination rights with transition assistance provisions.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Software vendors and ISVs","Formalizing post-delivery support commitments to enterprise clients","persona-software-vendor",{"title":202,"use_case":203,"icon_asset_id":204},"IT service providers and MSPs","Governing monthly retainer support for client-owned applications","persona-it-service-provider",{"title":206,"use_case":207,"icon_asset_id":208},"SaaS companies","Defining uptime, patching, and support SLAs for on-premise deployments","persona-saas-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Enterprise IT managers","Securing contractual SLA guarantees before renewing a vendor support contract","persona-it-manager",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Engaging a development agency to maintain a custom-built product post-launch","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Legal and procurement teams","Standardizing vendor maintenance terms across a portfolio of software systems","persona-legal-counsel",[222,225,229,233,237,241,245],{"situation":223,"recommended_template":38,"slug":224},"Maintaining custom software built by an external development agency","software-maintenance-agreement-var-D780",{"situation":226,"recommended_template":227,"slug":228},"Providing ongoing support under a broader software license","Software License and Maintenance Agreement","software-maintenance-agreement-D805",{"situation":230,"recommended_template":231,"slug":232},"Governing support for SaaS platform customers","SaaS Service Level Agreement","saas-service-level-agreement-D12859",{"situation":234,"recommended_template":235,"slug":236},"Engaging a managed service provider for general IT systems","IT Services Agreement","it-service-agreement-D13422",{"situation":238,"recommended_template":239,"slug":240},"Commissioning new software development from a vendor","Software Development Agreement","custom-software-development-agreement-D787",{"situation":242,"recommended_template":243,"slug":244},"Providing technical consulting on an hourly or retainer basis","IT Consulting Agreement","consulting-agreement---long-D12543",{"situation":246,"recommended_template":247,"slug":248},"Defining support response tiers without a full maintenance scope","Service Level Agreement (SLA)","service-level-agreement-D778",[250,253,255,258,261,264,267,270,273,276,279,282],{"term":251,"definition":252},"Maintenance Services","The specific activities the vendor is obligated to perform — such as bug fixes, patches, and version updates — as defined in the agreement's scope.",{"term":247,"definition":254},"A contractual commitment specifying measurable performance targets, such as response times and system uptime percentages.",{"term":256,"definition":257},"Response Time","The maximum time the vendor must take to acknowledge a reported issue after it is submitted by the client.",{"term":259,"definition":260},"Resolution Time","The maximum time the vendor must take to fully fix or provide a workaround for a reported issue, measured from initial acknowledgment.",{"term":262,"definition":263},"Priority / Severity Level","A classification system — typically P1 through P4 — that determines how quickly the vendor must respond to and resolve each type of issue.",{"term":265,"definition":266},"Patch","A targeted software update that corrects a specific bug, security vulnerability, or performance problem without introducing new features.",{"term":268,"definition":269},"Enhancement","A change to the software that adds new functionality or materially improves existing behavior — typically outside the maintenance scope and billed separately.",{"term":271,"definition":272},"Escrow (Source Code Escrow)","An arrangement where the vendor's source code is held by a neutral third party and released to the client if the vendor ceases operations or defaults.",{"term":274,"definition":275},"Liability Cap","A contractual ceiling on the total financial damages one party can recover from the other, often expressed as a multiple of fees paid in the prior 12 months.",{"term":277,"definition":278},"Transition Assistance","Obligations the departing vendor must fulfill upon termination — such as documentation delivery, knowledge transfer, and handoff support — to enable the client to migrate to a new provider.",{"term":280,"definition":281},"Acceptance Criteria","Defined, measurable standards a software fix or update must meet before the client is deemed to have formally accepted the delivered work.",{"term":283,"definition":284},"Force Majeure","A clause that excuses a party from performance obligations when failure is caused by events beyond their reasonable control, such as natural disasters or widespread infrastructure outages.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Scope of maintenance services","Defines exactly what the vendor will and will not maintain — specifying covered software versions, modules, and infrastructure — and draws the boundary between maintenance and new development.","Vendor shall provide the following Maintenance Services for the Software identified in Schedule A: (a) correction of Errors; (b) delivery of Patches; (c) compatibility updates for [SUPPORTED OS / ENVIRONMENTS]. Services expressly exclude Enhancements, third-party integrations not listed in Schedule A, and hardware support.","Describing scope in vague terms like 'general support.' Without a specific list of covered components and an explicit exclusions list, vendors and clients routinely disagree on what is billable — leading to scope creep disputes.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Service levels and response times","Sets binding response and resolution time targets, segmented by issue severity, and defines what constitutes each priority level.","Priority 1 (System Down): Initial response within [2] business hours; target resolution within [8] business hours. Priority 2 (Major Impairment): Response within [4] business hours; resolution within [2] business days. Priority 3 (Minor Issue): Response within [1] business day; resolution within [5] business days.","Defining only response times and omitting resolution targets. A vendor who acknowledges every ticket within an hour but takes three weeks to fix issues has technically met a response-only SLA while the client's operations remain impaired.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Software updates and patch delivery","Obligates the vendor to deliver security patches and version updates within defined timeframes, and specifies the client's obligation to apply them.","Vendor shall deliver Critical Security Patches within [72] hours of identifying a vulnerability. Minor updates shall be delivered within [30] days of release. Client shall apply all Patches to the Production Environment within [14] days of delivery. Failure to apply Patches releases Vendor from SLA obligations for related issues.","Making patch delivery the vendor's sole obligation without requiring the client to apply them. A client who sits on an uninstalled patch and then claims an SLA breach is a scenario that needs to be explicitly addressed.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Fees, invoicing, and payment terms","States the annual or monthly maintenance fee, when invoices are issued, the payment period, and provisions for annual fee adjustments.","Client shall pay Vendor an annual Maintenance Fee of $[AMOUNT], invoiced [annually in advance / quarterly]. Payment is due within [30] days of invoice date. Vendor may increase the Maintenance Fee by no more than [5]% per year upon [60] days' written notice.","Omitting a fee-adjustment cap. Without one, the vendor can increase annual fees by any amount with minimal notice — and the client has no contractual basis to contest the increase.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Intellectual property ownership of fixes and enhancements","Clarifies who owns bug fixes, patches, and any enhancements developed under the agreement — and grants the client the rights needed to use them.","All Error corrections and Patches developed by Vendor under this Agreement shall be owned by [VENDOR / CLIENT], and Vendor hereby grants Client a perpetual, non-exclusive license to use such corrections as part of the Software. Enhancements requested by Client and separately paid for shall be governed by a separate statement of work.","Leaving IP ownership unstated for bug fixes. Courts have reached inconsistent outcomes on this point — one side can end up owning a correction that the other party believes they paid for outright.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Confidentiality","Prohibits each party from disclosing the other's confidential information — including system architecture, source code, and client data — during and after the agreement.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' includes source code, system documentation, Client data, and business terms. This obligation survives termination for [3] years.","Using a survival period shorter than the realistic exposure window. A vendor with access to a client's production database can cause damage long after the agreement ends if the confidentiality obligation lapses too early.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Limitation of liability","Caps the total damages either party can recover from the other, typically at the fees paid in the prior 12 months, and excludes consequential and indirect losses.","In no event shall either party's total liability under this Agreement exceed the Maintenance Fees paid by Client in the [12] months preceding the event giving rise to the claim. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, even if advised of their possibility.","Applying a flat liability cap without considering the actual fees paid. A $10,000 annual contract capped at 12 months' fees provides no meaningful recovery to a client who suffers a $500,000 data loss caused by a vendor's negligent patch.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Term, renewal, and termination","Sets the initial contract term, automatic renewal conditions, and the circumstances under which either party may terminate — including for cause and for convenience.","This Agreement commences on [START 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. Client may terminate for convenience upon [90] days' written notice.","No auto-renewal notice window. A client who misses a 60-day notice deadline is locked into another year of fees — and if this was not clearly communicated at signing, the resulting dispute is expensive for both sides.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Transition assistance","Requires the departing vendor to cooperate with the client's transition to a new provider — delivering documentation, source code, and knowledge transfer support for a defined period.","Upon expiration or termination, Vendor shall provide up to [60] days of Transition Assistance, including delivery of all technical documentation, source code, and configuration files, and reasonable cooperation with Client's replacement vendor. Transition Assistance beyond [60] days shall be billed at Vendor's then-current hourly rate of $[RATE]/hr.","No transition assistance clause at all. A vendor with no contractual obligation to hand over documentation at departure can hold a client's system hostage through inaction, even without any bad-faith intent.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Identifies the jurisdiction whose law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflicts-of-law principles. Any dispute shall first be subject to good-faith negotiation for [30] days, then to binding arbitration administered by [AAA / JAMS / applicable body] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law based purely on where the vendor is incorporated, without considering where enforcement must occur. If the client is in a different jurisdiction, a mismatched governing law clause can make enforcement of a judgment practically impossible.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties and describe the software","Enter the vendor's and client's full legal entity names, jurisdictions of incorporation, and registered addresses. In Schedule A, describe the covered software by name, version number, and hosting environment.","Reference the original software development or licensing agreement by date and title in the recitals to establish the contractual lineage of the maintenance obligation.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the maintenance scope and exclusions explicitly","List every covered component, module, and integration by name. Then write an exclusions list — at minimum covering enhancements, hardware, third-party APIs not listed, and data recovery from client-caused issues.","If you are unsure whether something is in or out of scope, it should go in the exclusions list. Ambiguity always costs more to resolve than clarity costs to write.",{"step":348,"title":349,"description":350,"tip":351},3,"Set service levels by priority tier","Define P1–P4 severity levels with concrete criteria — what constitutes a system-down event versus a minor cosmetic defect — and attach specific response and resolution time commitments to each tier.","Calibrate resolution times to the vendor's actual capacity. An SLA the vendor cannot realistically meet creates contractual breach from day one.",{"step":353,"title":354,"description":355,"tip":356},4,"Complete the fee and payment block","Enter the annual or monthly maintenance fee, invoicing frequency, payment due date, accepted payment methods, and the maximum annual fee adjustment percentage.","Include a late-payment interest clause — typically 1.5% per month — to incentivize timely payment without needing to pursue formal breach claims.",{"step":358,"title":359,"description":360,"tip":361},5,"Address IP ownership of fixes and patches","Decide whether bug fixes are owned by the vendor (licensed to the client) or assigned outright to the client. Document the decision explicitly — do not leave it unstated.","For clients who have paid for significant customization, an outright assignment of fixes is commercially reasonable and should be the starting position in negotiations.",{"step":363,"title":364,"description":365,"tip":366},6,"Set the term, auto-renewal window, and notice periods","Choose the initial term length (typically 1 year), set auto-renewal to the same period, and define the non-renewal notice window — 60 days is standard. State the notice method: written notice by email is acceptable if the email address is explicitly named.","Calendar the auto-renewal notice date in your contract management system the day you execute the agreement — missed notice windows are one of the most avoidable contract mistakes.",{"step":368,"title":369,"description":370,"tip":371},7,"Draft the transition assistance obligations","Specify the duration of vendor-supported transition (30–90 days is typical), the deliverables required (source code, documentation, configuration files), and whether transition services beyond the included period are billable.","For mission-critical systems, add a source code escrow provision releasing the code to the client if the vendor becomes insolvent or ceases operations.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before the maintenance period begins","Both parties must sign before the first maintenance obligation arises. Back-dated agreements create enforceability questions, particularly for SLA breach claims that predate the signature.","Use a timestamped electronic signature to create a clear execution record and store the fully executed copy alongside the underlying software agreement.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Defining scope as 'all support' without an exclusions list","Clients interpret 'all support' to include new features and integrations. Vendors interpret it as defect fixes only. The resulting scope disputes typically surface at billing time and are expensive to resolve without clear contractual language.","Write a specific list of covered activities and a separate exclusions list that calls out enhancements, third-party systems, and hardware by category.",{"mistake":383,"why_it_matters":384,"fix":385},"Setting response SLAs without resolution SLAs","A vendor can technically meet every response commitment while leaving critical bugs unresolved for weeks, with no contractual breach. The client has no leverage to demand a fix.","Define both response and resolution time targets for each priority tier, and include an escalation path when resolution targets are missed.",{"mistake":387,"why_it_matters":388,"fix":389},"No fee adjustment cap","Without a ceiling on annual fee increases, a vendor can raise maintenance costs by 20–30% year over year, forcing the client to either accept the increase or face the cost and disruption of migrating to a new provider.","Include a fee adjustment provision capped at a fixed percentage — typically CPI plus 2–3% — with a minimum notice period of 60 days.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting transition assistance obligations","When a maintenance relationship ends, the client's ability to continue operating depends entirely on obtaining documentation, source code, and institutional knowledge from the departing vendor. Without a contractual obligation, vendors have little incentive to cooperate.","Add a transition assistance clause requiring the vendor to deliver all technical assets and provide knowledge-transfer support for at least 30–60 days post-termination.",{"mistake":395,"why_it_matters":396,"fix":397},"Ignoring auto-renewal notice windows","A client who misses a 60-day non-renewal notice window is automatically bound to another full year of fees. This is a recurring source of disputes, especially when contract management is informal.","Set a calendar reminder for the notice deadline at signing, and ensure the renewal clause explicitly states the notice window and acceptable delivery methods.",{"mistake":399,"why_it_matters":400,"fix":401},"No limitation of liability clause","Without a liability cap, a vendor faces theoretically unlimited exposure for a system outage — including the client's lost revenue, customer penalties, and reputational damages. Few vendors can price or insure against this risk, which is why liability caps are standard in the industry.","Include a mutual liability cap set at 12 months of fees paid, with explicit exclusions for consequential and indirect damages. Negotiate exceptions for gross negligence, willful misconduct, and data breaches if the client has significant data at stake.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"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 obligations for maintaining, patching, updating, and supporting a software system after initial delivery. It defines the scope of covered services, service level commitments, fees, IP ownership of fixes, and the conditions for termination and transition. Without one, both parties operate on assumptions that routinely diverge at the worst possible moment.\n",{"question":407,"answer":408},"What is typically included in a software maintenance agreement?","A complete agreement covers maintenance scope and exclusions, priority- tiered SLA commitments with response and resolution times, patch and update delivery obligations, fee structure with adjustment provisions, IP ownership of fixes and enhancements, confidentiality, a liability cap, term and auto-renewal terms, and transition assistance on exit. Shorter agreements that omit exclusions or transition provisions create predictable disputes.\n",{"question":410,"answer":411},"What is the difference between a software maintenance agreement and a service level agreement?","A service level agreement (SLA) defines measurable performance targets — uptime percentages, response times, and resolution targets. A software maintenance agreement is a broader contractual framework that includes SLA terms but also covers fee structures, IP ownership, confidentiality, liability, and termination. An SLA is typically an exhibit or schedule within the larger maintenance agreement, not a standalone document.\n",{"question":413,"answer":414},"Do I need a lawyer to draft a software maintenance agreement?","For straightforward domestic maintenance engagements with clearly defined scope, a high-quality template is usually sufficient to get started. Legal review is strongly recommended for agreements covering mission-critical systems, multi-jurisdiction deployments, significant annual fees, or scenarios where a data breach or extended outage could cause material harm. A 1–2 hour attorney review typically costs $300–$800 and is worthwhile when the supported system is operationally essential.\n",{"question":416,"answer":417},"Who owns bug fixes and patches developed under a maintenance agreement?","Ownership depends entirely on what the agreement says — there is no universal default. Vendors typically prefer to retain ownership of all fixes and license them to the client as part of the maintenance fee. Clients who have paid for significant customization often negotiate for outright assignment of fixes specific to their installation. The key is to state the position explicitly: leaving IP ownership unstated creates disputes that are costly to resolve after the relationship has soured.\n",{"question":419,"answer":420},"What should a software maintenance SLA include?","An effective SLA defines at minimum: a priority classification system (P1 through P4) with concrete criteria for each tier, response time commitments per tier, resolution time targets per tier, measurement methodology (business hours vs. calendar hours), escalation procedures when targets are missed, and remedies for SLA breaches such as service credits. Defining only response times without resolution targets is one of the most common SLA gaps.\n",{"question":422,"answer":423},"How is a software maintenance agreement different from a software development agreement?","A software development agreement governs the creation of new software — requirements, milestones, acceptance testing, and delivery. A maintenance agreement governs what happens after delivery: ongoing support, bug fixes, patches, and updates to keep the delivered system operational. Many engagements require both — a development agreement for the build phase and a maintenance agreement that activates on acceptance.\n",{"question":425,"answer":426},"What happens at the end of a software maintenance agreement?","Unless terminated or renewed, the vendor's obligations cease at the end of the term. A well-drafted agreement requires the vendor to provide transition assistance — delivering source code, documentation, and configuration files, and cooperating with a replacement provider — for a defined period. Without this clause, clients can find themselves without access to critical technical assets and no contractual basis to compel delivery.\n",{"question":428,"answer":429},"Can a software maintenance agreement auto-renew without notice?","Yes — auto-renewal clauses are standard in most software maintenance agreements. They typically renew the agreement for the same term unless either party provides written notice of non-renewal within a defined window, commonly 30–90 days before the renewal date. Clients who miss this window are contractually bound to another full term. Reviewing the renewal clause and setting a calendar reminder at signing is the simplest way to avoid an unintended renewal.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Technology / SaaS","industry-saas","On-premise deployments of SaaS products require maintenance agreements that address patch cadence, version compatibility, and SLA carve-outs for client-managed infrastructure layers.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services","industry-fintech","Regulatory uptime requirements and audit obligations drive tight SLA targets — often 99.9% availability — and require contractual commitments to security patch delivery within 24–72 hours of vulnerability disclosure.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare / MedTech","industry-healthtech","Maintenance of software used in clinical workflows must address HIPAA Business Associate obligations, validated-system change-control requirements, and FDA 21 CFR Part 11 compliance for electronic records.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Industrial","industry-manufacturing","ERP and SCADA system maintenance agreements must define priority escalation for production-impacting outages and typically require on-site support availability alongside remote response commitments.",{"industry":448,"icon_asset_id":449,"specifics":450},"Retail / E-commerce","industry-retail","Peak-season exclusion windows — blackout periods around high-traffic events — are commonly negotiated to restrict non-emergency maintenance during periods where system availability directly drives revenue.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting firms maintaining custom client-management or billing platforms typically require enhanced confidentiality terms and data residency commitments within maintenance agreements.",[456,459,462,465],{"vs":239,"vs_template_id":457,"summary":458},"software-development-agreement-D782","A software development agreement governs the build phase — requirements, milestones, acceptance testing, and delivery of the finished product. A maintenance agreement governs what happens after acceptance: ongoing support, patches, and updates. The two documents are complementary; the maintenance agreement typically activates at the point the development agreement's obligations are fulfilled.",{"vs":235,"vs_template_id":460,"summary":461},"it-services-agreement-D13267","An IT services agreement covers broad managed-service relationships — infrastructure, helpdesk, network management, and general IT support. A software maintenance agreement is narrower in scope, focused specifically on a defined software application's defect correction, patching, and version management. For pure software support, the maintenance agreement is the more precise instrument.",{"vs":62,"vs_template_id":463,"summary":464},"software-license-agreement-D13272","A software license agreement grants the client rights to use the software and defines permitted use, restrictions, and IP ownership. It does not obligate the vendor to fix bugs or deliver updates. A maintenance agreement is the separate contract that creates those ongoing service obligations. Many vendors bundle a license with a first year of maintenance, but the obligations should be documented separately.",{"vs":247,"vs_template_id":466,"summary":467},"D{SLA_TEMPLATE_ID}","A standalone SLA defines performance metrics and targets — uptime, response times, and resolution windows — but typically does not address fees, IP ownership, confidentiality, or termination. An SLA is best used as an exhibit within a comprehensive software maintenance agreement, not as a replacement for one. Using an SLA alone leaves significant contractual gaps that create disputes when the relationship breaks down.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Standard domestic maintenance engagements for non-critical applications with clearly defined scope","Free","30–60 minutes",{"best_for":474,"cost":475,"time":476},"Mission-critical systems, significant annual fees, cross-border deployments, or agreements involving regulated data","$300–$800 (1–2 hour attorney review)","2–5 business days",{"best_for":478,"cost":479,"time":480},"Enterprise software supporting financial, healthcare, or industrial systems with high liability exposure and complex SLA requirements","$2,000–$8,000+","2–4 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Software maintenance agreements are governed by state contract law and, where applicable, the Uniform Commercial Code Article 2 or Article 2A. California, New York, and Delaware are common governing law choices. Data security obligations are increasingly shaped by state-level laws — CCPA in California and NY SHIELD in New York impose specific requirements on vendors with access to personal data. Non-compete provisions in associated employment-adjacent clauses are unenforceable in California.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Canadian software maintenance agreements are governed by provincial contract law, with Quebec's Civil Code applying distinct rules for service contracts compared to the common-law provinces. PIPEDA (and its successor, Bill C-27) governs the handling of personal information by vendors with access to client data, requiring explicit data processing terms. Quebec's Bill 96 requires French-language versions of agreements for contracts with Quebec-based clients in provincially regulated contexts.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","In the UK, the Supply of Goods and Services Act 1982 and the Consumer Rights Act 2015 imply minimum standards of care and skill for service contracts. The Unfair Contract Terms Act 1977 restricts unreasonable liability exclusions in B2B agreements — blanket exclusions of all liability are unlikely to be enforceable. Post-Brexit, UK GDPR applies to any agreement involving the processing of personal data, requiring a Data Processing Agreement as a companion document.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","EU GDPR requires a Data Processing Agreement (DPA) whenever the vendor processes personal data on behalf of the client — maintenance access to production systems almost always triggers this requirement. The EU Cyber Resilience Act, which phases in from 2025–2027, will impose mandatory security update obligations on vendors of products with digital elements. Liability exclusions must comply with local consumer and commercial protection laws, which vary by member state and are generally more restrictive than US equivalents.",[240,236,503,244,504,505,506,507,508,509,510,244],"software-license-agreement-D12928","non-disclosure-agreement-nda-D12692","service-agreement-D12711","independent-contractor-agreement-D160","master-service-agreement-D12657","statement-of-work-D12981","data-processing-agreement-D13954","vendor-agreement-D13292",{"emit_how_to":185,"emit_defined_term":185},{"primary_folder":97,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"services-and-consulting","agreement","software-and-technology","all-stages",[518,519,520,521,522],"saas","software-maintenance","service-agreement","support-and-maintenance","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 developer and a client that governs the ongoing obligations to maintain, patch, update, and support a software system after its initial delivery or deployment. It defines precisely what the vendor is required to do — and what falls outside the agreed scope — along with the service level commitments, response and resolution time targets, fee structure, intellectual property ownership of fixes, and the conditions under which either party may exit the relationship. Unlike a general service agreement, a software maintenance agreement is built around the specific operational and technical lifecycle of a software product, making it the authoritative governing document for the entire post-delivery support relationship.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed software maintenance agreement, both the vendor and the client are operating on assumptions — and those assumptions almost always diverge the moment something goes wrong. A client whose mission-critical system goes down at 2 a.m. needs a contractual basis to demand a response within two hours; a vendor who receives a call at 2 a.m. needs a contractual basis to explain what is and is not covered at that hour. Fee disputes, scope creep, and transition failures are the three most expensive outcomes of an undocumented maintenance relationship, and all three are entirely preventable with a properly drafted agreement. Clients who rely on informal arrangements or a clause buried in a development agreement routinely discover — too late — that they have no enforceable right to documentation, source code, or knowledge transfer when the vendor relationship ends. This template gives both parties a clear, professional starting point that closes those gaps before the maintenance period begins.\u003C/p>\n",1781186033808]