Software support and maintenance agreement

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Both software support services and software maintenance services are covered by this template agreement.

Author: Alasdair Taylor
Updated: 14 January 2021
Length: 15 pages (min.)
Notes: 15 pages (min.)
Format: MS Word (.DOCX)

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.

Basic version

  1. Definitions
  2. Term
  3. Maintenance Services
  4. Support Services
  5. Customer obligations
  6. No assignment of Intellectual Property Rights
  7. Charges
  8. Payments
  9. Warranties
  10. Limitations and exclusions of liability
  11. Force Majeure Event
  12. Termination
  13. Effects of termination
  14. Notices
  15. Subcontracting
  16. General
  17. Interpretation

Standard version

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

Premium version

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

Can this contract be used where the software in question does not belong to the service provider, but instead belongs to a third party?

The maintenance provisions in this document were drafted on the assumption that it would be used in connection with the maintenance of software owned by the service provider. However, it could be adapted to cover the support and maintenance of third party (or indeed open source software).

If you are planning to adapt the document for this purpose, it will be particularly important to clearly distinguish between those matters which are the responsibility of the service provider, and those which are not. 

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