This software support and maintenance agreement template covers:
- support services - typically, the provision of help and assistance in relation to software usage issues and errors; and
- maintenance services - the provision of fixes for and new versions of the maintained software.
The document comes in "basic", "standard" and "premium" forms. You should choose the shortest form containing all the provisions that you require.
Support and maintenance: basic version
The basic software support and maintenance document includes a section covering support services and another covering maintenance services, each with a corresponding service level agreement (SLA) setting out the details of how the services will be provided. The SLAs are attached as schedules to the main body of the agreement.
The basic agreement also includes a customer obligations clause, under which the customer is obliged to provide the service provider with access to the software to be supported/maintained, and access to its computer systems. More generally, the customer is obliged to co-operate with the service provider and procure the co-operation of any third parties (e.g. hosting companies) whose co-operation is needed for the provider to perform the services effectively.
As noted above, some of the key provisions of these agreements are contained in the SLA schedules. These describes in detail the nature of the services to be provided, and the levels of performance expected of the service provider. It is easy to remove and add services to the SLAs, in most cases with minimal changes to the other parts of the agreement. The services covered in the schedules as drafted include: the provision of a helpdesk, the provision of assistance to the customer with the use of the software, an error investigation and correction service, and the supply of software upgrades and updates. The support services may be made subject to limits on the time spent providing the services during a defined period (e.g. x hours per calendar month).
This document also includes a set of standard contractual provisions covering IPR, charges and payments, term and termination, warranties, disclaimers of liability, notices, subcontracting and force majeure, together with general boilerplate clauses.
Support and maintenance: standard version
In addition to the provisions in the basic document, the standard support and maintenance contract covers the following issues:
- a minimum contractual term;
- confidential information protection for both parties;
- indemnities in the event of a breach of contract;
- timesheets (only relevant where there is time-based charging); and
- caps on one or both parties' liability.
In addition, more sophisticated boilerplate provisions are included in the standard document.
Support and maintenance: premium version
The premium contract is an extended version of the standard support and maintenance contract. It includes the following additional provisions:
- a formal change control clause (and skeleton change control notice);
- clauses covering the appointment of party representatives and the management of the contract generally;
- a data processor clause (relevant where the service provider is processing personal data on behalf of the customer);
- an expenses clause;
- express requirements relating to the customers' computer systems;
- controls on publicity (in addition to the confidentiality provisions); and
- a non-solicitation of employees clause.