SOFTWARE MAINTENANCE AGREEMENT

This Software Maintenance Agreement (hereinafter referred to as “the Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] hereinafter referred as the “Effective Date”) between:

[INSERT THE NAME OF THE SERVICE PROVIDER], having registered office at [INSERT THE ADDRESS OF THE SERVICE PROVIDER] (hereinafter referred to as the “Service Provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); And

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The Service Provider and the Client shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS:

1. The Client is engaged in the business of [INSERT BRIEF DESCRIPTION OF BUSINESS] and desires to engage the services of the Service provider for the ongoing maintenance and support of the software product.
2. The Service Provider possesses necessary qualification, skills and expertise to perform the software maintenance services as agreed upon by both the parties.
3. The Service Provider agrees to provide such services subject to the terms and conditions set forth in this agreement.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Service provider" refers to an individual or entity providing the maintenance services to the client under this agreement.
   2.  "Client" refers to an individual or an entity engaging the maintenance services of the service provider under this Agreement.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term of this agreement shall commence on the effective date hereof and continue until the completion of maintenance services or terminated earlier as per the provisions of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other right, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. GRANT OF ACCESS
   1. The Client agrees to grant the Service Provider access to the necessary systems, servers, and databases required for the performance of maintenance services. The Client shall provide timely access and any relevant credentials or permissions necessary for the Service Provider to carry out its obligations under this agreement.
   2. The Service Provider shall use such access solely for the purpose of performing the agreed-upon maintenance services and shall take all reasonable precautions to ensure the security and confidentiality of any accessed systems or data.
4. SCOPE OF MAINTENANCE
   1. The Service Provider shall provide maintenance services for the software as per the client’s requirement which may include bug fixes, updates and technical support.
   2. The Client may submit support or maintenance requests to the Service Provider. The Service Provider shall acknowledge or respond to such service requests within [INSERT DURATION WITHIN WHICH SERVICE PROVIDER SHALL RESPOND TO SERVICE REQUESTS BY CLIENTS] and use commercially reasonable efforts to address and resolve them in accordance with the terms of this agreement.
   3. The Service Provider may perform scheduled maintenance activities, including updates and upgrades; during [INSERT MAINTENANCE WINDOWS]. The Client will be notified in advance of any scheduled maintenance that may result in downtime or service interruption.
   4. In the event of urgent issues requiring immediate attention to prevent system failure or data loss, the Service Provider may perform emergency maintenance without prior notice.
   5. Maintenance services shall not include any work resulting from: (a) modifications or alterations to the software product by any third party other than the Service Provider; (b) misuse or negligence by the Client or its users.
   6. The Service Provider shall implement monitoring systems to track service performance and provide regular reports to the Client regarding service levels, incidents, and any necessary recommendations for improvement.
   7. The maintenance services shall not include the addition of new services and any additional work required beyond the scope of maintenance may be subject to separate agreement and additional fees.
5. PAYMENT
   1. In consideration for the maintenance services, the Client shall pay [INSERT THE AMOUNT TO BE PAID BY CLIENT IN CONSIDERATION OF MAINTENANCE SERVICES] on a monthly/Quarterly basis to the Service Provider. Payment billed shall be due and payable upon the Service provider providing the Client with an invoice. All payments made to the Service provider under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENT SHALL BE MADE]. The Client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT MODE OF PAYMENT].

1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Service Provider acknowledges that all intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets, associated with the software and any proprietary information belong solely to the Client. The Service Provider further agrees not to use, disclose, or exploit the Client’s information or intellectual property for any purpose other than the provision of maintenance services without the Client’s prior written consent
2. LIMITATION OF LIABILITY
   1. In no event shall the Service Provider be liable to Client, its employees or any person acting on its behalf, whether in contract, tort (including negligence) or damages of any kind including special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement. The maximum aggregate amount that the Client or any Party claiming through it can recover from the Service provider for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) will in no event exceed the value of the services performed under this Agreement till the date on which such claim arose.
3. CONFIDENTIALITY
   1. The Service Provider acknowledges that the Client may have sensitive or proprietary information stored on the computers or within the software being maintained. Therefore, Service provider will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Client’s Confidential Information, and Service provider will not (i) use such Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Client, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Client.
   2. Service Provider agrees to protect the confidentiality of the Client’s Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the service provider exercise less than reasonable care in protecting such Confidential Information. This includes preventing unauthorized access, deletion, modification, or distribution of such information without the express consent of the Client.
   3. Service Provider shall not use any confidential information directly or indirectly to procure a commercial advantage over the Client or otherwise use any designs, ideas or concepts created by or belonging to the Client without the express written consent of the Client.
   4. Upon termination/ expiration whichever is earlier, the Service provider shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
4. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
5. FORCE MAJEURE
   1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds (NO OF DAYS) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
6. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Service Provider and Client.
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
7. NOTICES
   1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
      1. If to the Service Provider: [INSERT THE EMAIL ID OR/AND ADDRESS OF SERVICE PROVIDER]
      2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
   2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
8. DISPUTE RESOLUTION
   1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
   2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS SHALL BE APPLICABLE] then in force.
9. MISCELLANEOUS
   1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
   2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
   3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
   4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
   5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
   6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
   7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
10. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Service Provider

Name: [INSERT THE NAME/SIGNING AUTHORITY OF SERVICE PROVIDER]

Signature:

Date: [INSERT THE DATE ON WHICH SERVICE PROVIDER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME/SIGNING AUTHORITY OF CLIENT]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]