When to Use This Agreement
This Agreement governs the relationship between a Consulting Firm that maintains and supports custom software and its Client. It should be used whenever you provide ongoing maintenance and support services for software you have developed.

Statement of Work Template Included
A Statement of Work template is included as Exhibit A to help you clearly define the scope of services you perform on an ongoing basis for your client. It establishes the rights and responsibilities of each party over the term of the Agreement.

What It Protects
The Custom Software Maintenance and Support Agreement protects your rights over the term of the engagement with your client. It establishes the length of the engagement, the level and hours of support and maintenance for which you are responsible, and any updates or enhancements you agree to provide. Equally important, it identifies those support, maintenance and installation services that are outside the scope of your basic engagement and that require additional compensation to perform. The Agreement also limits your liabilities and responsibilities, excluding any errors that are the result of client misuse, alternation or damage. It also prohibits your clients from hiring away your maintenance and support employees.

Agreement Provisions Included

1. Scope of Services
2. Price and Payment Terms
3. Term and Termination
4. Ownership of Intellectual Property
5. Confidential Information
6. Obligations of Provider
7. Warranty and Disclaimer
8. Limitation of Liability, Indemnification
9. Relations of Parties
10. Employee Solicitation, Hiring
11. Non-Assignment
12. Arbitration
13. Attorneys' Fees
14. Severability
15. Force Majeure
16. No Waiver
17. Entire Agreement

Exhibit A: Statement of Work

1. Preamble
2. Project Background
3. Scope
4. Technical Support
5. Price and Payment
6. Invoices
7. Payment
8. Project Organization and Personnel Requirements
9. Supporting Documentation
10. Expenses