Customer Maintenance Agreement

____________________, referred to as the “SOFTWARE SERVICE COMPANY,” and ____________________, referred to as the “CUSTOMER,” hereby agree as follows:

License Representation

The CUSTOMER represents and warrants that they are an authorized licensee or owner of the following computer software system: ________________________________________________.

Scope of Maintenance Services

The SOFTWARE SERVICE COMPANY agrees to provide maintenance services to the CUSTOMER under the terms set forth in this agreement. Maintenance services are defined as providing reasonable assistance necessary for the software to function in accordance with its documented specifications. Since the software is developed by a third party, the SOFTWARE SERVICE COMPANY shall not be obligated to correct issues arising from the original programming or lack thereof by the software’s producer. Maintenance includes, if reasonably required, reconfiguration of the software to perform tasks within its capabilities.

Upgrades and Reconfiguration

Should the software producer release a new version, and the CUSTOMER chooses to upgrade, the SOFTWARE SERVICE COMPANY will include within the maintenance services the necessary reconfiguration and data conversion to meet the new version’s requirements. If a full reinstallation is required, both parties agree to negotiate in good faith a one-time fee for such reinstallation.

Contract Price and Payment

The total contract price shall be $_______ (___________________ & ___/100 dollars), payable in full on ________________.

Training Services

The SOFTWARE SERVICE COMPANY shall provide, at no additional charge, up to ___ hours of initial training for the CUSTOMER in the use of the software, including refresher sessions for employees previously trained. Training will be conducted at ___________________. Additional training, if requested by the CUSTOMER, shall be provided at a rate of $_______ (___________________ & ___/100 dollars) per instructor per hour.

Termination of Agreement

This agreement may be terminated under the following conditions:
Upon a breach of contract; or

Without breach, for any reason, upon ___ days’ written notice by either party.

Breach by Customer

If the CUSTOMER commits a breach, the SOFTWARE SERVICE COMPANY shall provide written notice specifying the breach and allow ten (10) days for the CUSTOMER to cure it. If a substantially similar breach has previously occurred, the SOFTWARE SERVICE COMPANY may either:
a) Allow only three (3) days to cure the breach; or
b) Issue a notice of immediate termination.

Breach by Software Service Company

If the SOFTWARE SERVICE COMPANY commits a breach, the CUSTOMER shall provide written notice identifying the breach and allow three (3) business days for a cure. If a similar breach has previously occurred, the CUSTOMER may either:
a) Allow two (2) business days to cure; or
b) Issue a notice of immediate termination.

All notices related to breaches shall be sent by the fastest reasonable method, such as fax or overnight delivery.

Failure to Pay

If the breach involves non-payment by the CUSTOMER, the SOFTWARE SERVICE COMPANY may issue a two (2) business days’ notice of intent to terminate, although it is not obligated to do so.

No Waiver

Any delay or failure to exercise rights under this agreement, or failure to provide notice of a breach, shall not be deemed a waiver of such rights.

Definition of Breach by Customer

Breach by the CUSTOMER includes, but is not limited to:
a) Unauthorized alteration of software or hardware without prior written approval from the SOFTWARE SERVICE COMPANY;
b) Unreasonable refusal to cooperate with the SOFTWARE SERVICE COMPANY;
c) Repeated failure to maintain a stable electrical supply, or to provide proper maintenance and environmental conditions for the computer hardware.

Termination Without Cause

Either party may terminate this agreement without reference to a breach and without cause, upon ___ days’ written notice.

Entire Agreement

This document represents the complete agreement between the parties. Any amendments must be made in writing and signed by both parties.
Dated: ______________________

____________________ By Customer

____________________ By Software Service Company

How to Use This Sample Format

This section is provided to guide you in understanding and using the agreement. It is advisable for both parties to have this agreement formally documented. Make multiple copies and retain them in files related to the relevant transaction.