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Software support agreement

Price:  £40.00(Inc. 20% VAT)(£33.33 Exc. VAT)

This contract covers the provision of support services (but not maintenance services) in relation to software.

We publish three different versions of an agreement covering the provision of support services in relation to software. Each support services document includes a service level agreement setting out the specific standards which the support services must meet.

Whilst the core provisions of these three documents are shared, there are many differences. The "standard" agreement is more detailed and flexible than the "basic" agreement, whilst the "premium" agreement is more detailed and flexible than the "standard" agreement.

Software support

The software support-specific provisions are identical across the three documents. The service provider is expected to ensure that the services meet a defined standard, and to provide them in accordance with the service level agreement (SLA), which is attached as a schedule to the agreement. Optionally, the service provider may be permitted to suspend the support services if the customer is late in making a payment.

The "meat" of the support provisions can be found in the SLA. The SLA says that the service provider must make available a helpdesk, defines the means by which the helpdesk may be contacted, and sets out the purposes for which the helpdesk may be used.

Typical provisions dealing with the categorisation of issues raised through the helpdesk (the suggested categories are: critical, serious, moderate and minor) are include, as are response and resolution time provisions.

The SLA assumes that support services will be provided remotely, at least by default.

The SLA may incorporate express limitations on the services, eg where the customer has been using the software in an improper manner or has made unauthorised changes to the software.

Other shared provisions

In addition to sharing the support services provisions, the three documents also share provisions dealing with: (i) the term of the agreement; (ii) customer assistance obligations; (iii) charges and payments; (iv) standard exclusions of liability; (v) force majeure events; and (vi) subcontracting.

What are the differences between the 3 documents?

Standard software support agreement

The "standard" document contains the following sections, in addition to those in the "basic" document.

  • Mutual confidentiality obligations. Whilst the customer's confidentiality requirements may be obvious, the service provider may also wish to protect its confidential information. For instance: the financial terms of the agreement may be confidential to the service provider.
  • Mutual indemnities, providing for compensation upon an indemnity basis in the event of defined breaches of the agreement (eg breaches of the confidentiality provisions).
  • Liability caps. In addition to the exclusions covering specified classes of loss (eg consequential, data, profit) the standard document includes liability caps relating to both event-specific and aggregate liabilities.
  • A requirement that the service provider keep timesheets in respect of service provided on time-charged basis, and provide those timesheets to the customer upon request.
  • An express exclusion of any transfer or assignment of intellectual property rights under the agreement.

In addition to the above, the standard document includes more detailed (and more flexible) termination, notices and boilerplate provisions.

Premium software support agreement

The premium document contains all the provisions of the standard document. In addition, it contains the following provisions.

  • A provision requiring that the customer's computer systems and networks meet defined standards, and continue to do so.
  • Management-relate provisions requiring that some or all instructions from one party to another come via an appointed representative, that the parties hold regular management meetings, and that changes to the agreement (or the scope of the services) must be made using a defined change control procedure.
  • A section dealing with expenses incurred by the service provider, allowing for their recovery from the customer in certain circumstances.
  • Publicity provisions, which may prohibit press releases and similar public disclosures, except with the prior consent of the other party.
  • A data processor clause, which may help the customer to comply with data protection legislation if it discloses personal data to the service provider in relation to the agreement.
  • Prohibitions on the poaching of personnel.

Basic version

  1. Definitions
  2. Term
  3. Support Services
  4. Customer obligations
  5. Charges
  6. Payments
  7. Warranties
  8. Limitations and exclusions of liability
  9. Force Majeure Event
  10. Termination
  11. Effects of termination
  12. Notices
  13. Subcontracting
  14. General
  15. Interpretation

Standard version

  1. Definitions
  2. Term
  3. Support Services
  4. Customer obligations
  5. No assignment of Intellectual Property Rights
  6. Charges
  7. Timesheets
  8. Payments
  9. Provider's confidentiality obligations
  10. Customer's confidentiality obligations
  11. Warranties
  12. Indemnities
  13. Limitations and exclusions of liability
  14. Force Majeure Event
  15. Termination
  16. Effects of termination
  17. Notices
  18. Subcontracting
  19. Assignment
  20. No waivers
  21. Severability
  22. Third party rights
  23. Variation
  24. Entire agreement
  25. Law and jurisdiction
  26. Interpretation

Premium version

  1. Definitions
  2. Term
  3. Support Services
  4. Customer obligations
  5. Customer Systems
  6. No assignment of Intellectual Property Rights
  7. Representatives
  8. Management
  9. Change control
  10. Charges
  11. Expenses
  12. Timesheets
  13. Payments
  14. Provider's confidentiality obligations
  15. Provider's publicity obligations
  16. Customer's confidentiality obligations
  17. Customer's publicity obligations
  18. Data protection
  19. Warranties
  20. Indemnities
  21. Limitations and exclusions of liability
  22. Force Majeure Event
  23. Termination
  24. Effects of termination
  25. Non-solicitation of personnel
  26. Notices
  27. Subcontracting
  28. Assignment
  29. No waivers
  30. Severability
  31. Third party rights
  32. Variation
  33. Entire agreement
  34. Law and jurisdiction
  35. Interpretation

Basic version statistics

  • Total words: 5663
  • Total characters: 36142
  • Document pages (approx.): 10
  • Guidance notes pages (approx.): 10
  • Total pages (approx., including cover): 21

Standard version statistics

  • Total words: 10296
  • Total characters: 66307
  • Document pages (approx.): 18
  • Guidance notes pages (approx.): 18
  • Total pages (approx., including cover): 37

Premium version statistics

  • Total words: 12182
  • Total characters: 78908
  • Document pages (approx.): 21
  • Guidance notes pages (approx.): 21
  • Total pages (approx., including cover): 43

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