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Customer Software Maintenance Agreement
THIS AGREEMENT is made on [Date] by and between [Name] of [Address], hereinafter referred to as "Software Services", and [Name] of [Address], hereinafter referred to as "Customer", agree as follows:
Customer represents and warrants that it is an authorized licensee/owner of the following described computer software system:
Software Services shall provide under the terms and conditions stated herein maintenance service for Customer. Maintenance service is defined as providing needed assistance as reasonably necessary to make the program perform pursuant to its listed specifications; provided, that since the product is produced by a third party that Software Services shall not be required to correct deficiencies which are results of programming, or failure to program, of the producer of the program. Maintenance shall include reconfiguration of the software if reasonably required to accomplish tasks within the capability of the program.
In the event that the producer of the program issues a new version, and Customer elects to upgrade to such new version, maintenance hereunder shall include re-configuration of the system and conversion of data or other items to the new standard. However, if the upgrade requires complete re-installation the parties shall in good faith negotiate and agree upon a one time charge for such re-installation.
The total contract price shall be $------ which shall be due, in installment as follows:
$------ on , with the same amount due every (--) days thereafter, until paid in full.
Any past due installments will bear interest at the highest legal rate.
Software Services shall not be required under this contract to provide basic training or recurrent training for users of the program. However, Customer may request training for employees. A reasonable compensation and other conditions for the training will be agreed upon by the parties.
This agreement may be terminated under two conditions:
1) a breach of the contract,
2) termination without a breach of the contract
If a breach of the contract is committed by the Customer, [Name] shall give a written notice specifying the alleged breach and permit the Customer to cure the breach within (--) days. However if [Name] has previously complained of a substantially similar breach, [Name] may either:
a) allow a period of (--) days to cure the breach; or,
b) issue a notice of immediate termination.
If a breach of contract is committed by the Software Services, the Customer shall give written notice specifying the alleged breach and permit the Software Services 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 notices of alleged breaches shall be sent by the most expeditious means, such as certified U.S Mail, email or over night delivery.
In the event that a claimed breach by Software Services is the failure of the Customer to pay as agreed, [--] business days notice of intention to terminate may be given, although Software Services 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 Software Services; the Software Services shall not be required to agree to any changes by third parties;
b) refusal of the Customer to reasonably cooperate with the Software Services;
c) 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.
This is the entire agreement between the parties, and this agreement may only be changed by a writing executed by both parties.
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: _____