Custom Software Maintenance and Support Agreement

When to Use the Custom Software Maintenance Agreement
This Agreement governs the relationship between a Consulting Firm that maintains and supports custom software and its Client. A new software maintenance contract should be generated whenever you provide ongoing software maintenance and support services for software you have developed.

Includes Free Statement of Work Template
A Statement of Work template (SOW) is included as Exhibit A to help you clearly define the scope of software support and maintenance services you will perform on an ongoing basis for your client. It establishes the rights and responsibilities of each party over the term of the Agreement.

What the Maintenance Agreement 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 software updates or enhancements you agree to provide. Equally important, it identifies those software 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 software maintenance and support employees.

Included Software Maintenance & Support Agreement Provisions

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

Sample Text from the Software Maintenance Agreement Template

6. Obligations of Provider

A. Provider will promptly notify Client of any material defects or malfunctions in the Software or related documentation that it learns from any source.

B. Provider will, from time to time, supply Client with copies of the Software and relevant documentation revised to reflect significant updates and enhancements to the software made by Provider, if any, during the period of this Agreement. Such enhancements may include, without limitation, modifications to the Software that increase its speed, efficiency, and/or ease of operation... Provider will give reasonable assistance to Client in installing and operating any new release or enhancement, provided, however, that if such assistance is to be provided at Client's facility, such services will be charged at Provider's then current consulting rate.

C. Within a reasonable time after being given written notice thereof, Provider will correct inherent material errors in the Software that are not caused by Client's misuse, improper use, alteration or damage of the Software.