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Software Service Agreement
AGREEMENT made this __________ day of ___________ 20 __, between [Name], hereinafter referred to as Developer, and [Name], hereinafter referred to as Customer, do hereby agree:
Customer is a licensed user of Doorways, version 1 for Windows, referred to as the "licensed program."
Developer shall offer such service as may be reasonably required to cause the licensed program to operate in accordance with the stated specifications of the system and in conformance with any specific contractual undertakings contained in the licensing agreement.
The total contract price shall be $------ which shall be due, in installment as follows:
$------ on [Date], with the same amount due every (--) days thereafter, until paid in full.
Any past due installments will bear interest at the highest legal rate.
In addition to the maintenance obligation undertaken above, Developer shall provide at no additional charge to Customer no more than (--) hours of initial training in use of the program, and refresher training for employees that have already received initial training. This training shall take place at customer's location. Developer shall not be required to provide additional training; however, Customer may order additional training at a cost of $------ per instructor/hour.
Nothing in this agree implies that Developer is required to make enhancements or improvements to the program or to provide support for any particular length, other than, if the Customer's original agreement requires maintenance for a particular period of time, such contract shall control.
This agreement may be terminated under two conditions:
(a) a breach of the contract,
(b) termination without a breach of the contract
If a breach of the contract is committed by the Customer, the Developer shall give a written notice specifying the alleged breach and permit the Customer to cure the breach within (--) days. However if the Developer has previously complained of a substantially similar breach, the Developer may either:
(c) allow a period of three days to cure the breach; or,
(d) issue a notice of immediate termination.
If a breach of agreement is committed by the Developer, the Customer shall give written notice specifying the alleged breach and permit the Developer to cure the breach within (--) business days. However, if the Customer has previously complained of a substantially similar breach, the Customer may alternately issue a notice of immediate termination or allow a period of two business days to cure the breach. All written notices of alleged breaches shall be sent by the most expeditious means, such as certified U.S. Mail or UPS overnight delivery.
In the event that a claimed breach by Developer is the failure of the Customer to pay as agreed (--) business days notice of intention to terminate may be given, although Developer shall not be required to do so.
No failure or delay in exercising in right or failure to issue a notice of any breach shall not constitute a waiver of any rights herein.
Breach by the Customer shall include, but not be limited to:
a) the Customer making or permitting any alteration of the software or hardware without the prior agreement of the Developer; the Developer shall not be required to agree to any changes by third parties;
b) refusal of the Customer to reasonably cooperate with the Developer;
c) refusal of the Customer to permit installation of software, including updates;
d) persistent failure of provision of a proper electrical supply, persistent failure to properly maintain hardware and a proper environment for computers.
The contract may be terminated by either party without reference to a breach and without cause on (--) days notice.
Amendments of this agreement shall be by mutual consent of the parties only in writing.
Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
Severability. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
Waiver Of Contractual Right. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
Interpretation. This agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the agreement. The headings, captions, and titles in this legal agreement are merely for reference and do not define, limit, extend, or describe the scope of this agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
Advice Of Legal Counsel. Each individual party to this agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this agreement with legal counsel, and has executed this agreement based upon such party's own judgment and advice of independent legal counsel.
Invalid Provisions. If any provision of this agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this agreement, and the remaining provisions of this agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
Further Assurances. In connection with this agreement and the transactions contemplated hereby, each party to this agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this agreement and the transactions contemplated hereby.
Entire agreement. This agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties.
No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
Applicable Law. This agreement shall be governed by the laws of the State of [State].
Time of The Essence. Time is the essence of this agreement.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at __________________.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____