Software Maintenance Agreement

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Designed for use by a software licensor and a licensee regarding the maintenance and support of the software.

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This Software Maintenance and Support Agreement is between a licensor and a licensee for maintenance of software. After purchasing a software package it is important that you know who to call if something goes wrong and the software is not performing correctly. A well-written Software Maintenance Agreement sets out the specifics of the maintenance agreement and the availability of customer support. Having a written Software Maintenance Agreement is crucial and will prove valuable in the event of disagreements or misunderstandings.

Among others, these important provisions are included in this Software Maintenance and Support Agreement for your state:
  • Parties to the Agreement: Sets out the names, addresses and contact information for the licensor and licensee;
  • Term: Sets out the effective date, the initial term and the maintenance and support fee;
  • Maintenance and Support: Sets out the specific services and exceptions related to defects, remote applications and updates and related fees;
  • Customer Service and Additional Support: Sets out contact information and hours for the support center and any training offered.

Protect Yourself, your Rights and your Property by using our professionally prepared up-to-date forms.

This attorney-prepared packet contains:
  1. General Instructions
  2. Software Maintenance and Support Agreement for use in your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Software Maintenance and Support Agreement

 

 

Licensor Name:
Licensee Name:
[Name of Licensor]
[Name of Licensee]
 
 
Licensor Address:
Licensee Address:
[Licensor Address]
[Licensee Address]
 
 
Licensor Telephone:
Licensor Fax
Licensee Telephone:
Licensee Fax:
[Licensor Tel. No.]
[Licensor Fax No.]
[Licensee Tel. No.]
[Licensee Fax No.]
 
 
 
 
Licensor Email:
Licensor Contact Name
Licensee Email:
Licensee Contact name:
[Licensor Email]
[Licensor Contact]
[Licensee Email]
[Licensee Contact]
 
 
 
 
Effective Date:
Initial Term:
Maintenance & Support Fee:
 
[Effective Date of Agreement]
[Initial Term of Agreement (ie. 1 year)]
[Annual Maintenance and Support Fee]
 
 
 
 
 
THIS AGREEMENT IS GOVERNED BY THE ATTACHED TERMS AND CONDITIONS. Licensee AND Licensor ACKNOWLEDGE THAT THEY HAVE READ AND AGREE TO BE BOUND BY THE ATTACHED TERMS AND CONDITIONS. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE PARTIES HERETO, AS OF THE EFFECTIVE DATE.
 
 
Licensor Signature:
Licensee Signature:
x
x
Name:
 
Name:
 
Title:
 
Title:
 
   , 20   
   , 20   
Date of Signature
Date of Signature
ARTICLE 1 -     DEFINITIONS
1.1    Definitions. The following terms shall have the meanings ascribed to them herein whenever they are used in this Agreement, unless otherwise clearly indicated by the context:
(a)    Base Agreement” means the License Agreement between Licensee and Licensor, dated [Date of License Agreement between Licensor and Licensee (ie. May 18, 2002)].
(b)    Corrections” means changes made in the Software and/or Documentation by Licensor to correct errors or defects in the Software and/or Documentation.
(c)    Documentation” means those visually-readable materials, in English, developed by or for Licensor for use in connection with the Software and delivered by Licensor to Licensee. Documentation includes operating instructions, input information and format specifications.
(d)    Maintenance and Support” means the maintenance and support services provided to Licensee by Licensor under this Agreement.
(e)    Software” means [Describe Software in Detail].
(f)    Upgrades” shall mean enhancements and/or new functionalities which are added into the Software and which are incorporated in a new release of the Software. The change of version 1.XX to version 2.XX shall be considered an Upgrade. Licensee is not entitled to Upgrades under this Agreement.
(g)    Update” means bug fixes and/or fixes of minor errors in the Software which are incorporated in a new release of the Software. The change of version X.01 to version X.02 or the change of version X.10 to X.20 shall be considered an Update.
ARTICLE 2 -     MAINTENANCE AND SUPPORT
2.1    Maintenance and Support Services. During the term of this Maintenance and Support Agreement, and provided Licensee has paid the Maintenance and Support Fees listed in Article 3 below, the following maintenance and support services are available to Licensee. Said services shall be provided during Licensors normal business hours, Mondays through Fridays (excluding Licensor-specified holidays). The telephone and fax numbers of Licensors support personnel, as well as a list of current holidays, are specified in Schedule "A".
(a)    Defect Support. Licensor shall provide telephone consulting services and/or written support services through fax, email, or other manner to Licensees designated personnel to provide such personnel with defect support relative to the Software and Documentation, being the provision of assistance regarding suspected defects or errors in the Software or Documentation. Licensor will analyze the claim of Licensee and inform Licensee of the result of its analysis. If a defect in the Software is confirmed by Licensor, acting reasonably, Licensor will exercise commercially reasonable efforts to provide Licensee with the corrected Software as soon as possible.
(b)    Remote Application Support. Licensor shall provide telephone consulting services and/or written support services through fax, email, or other manner to Licensees designated personnel to provide such personnel with application support relative to the Software and Documentation, being the assistance, beyond defect support. Licensor will analyze the claim of Licensee and inform Licensee of the result of its analysis. If further investigation is needed, Licensor will inform Licensee as soon as possible of the results thereof.
(c)    Updates. Licensor shall provide Licensee with such Updates as Licensor creates in its discretion in the ordinary course of its business.
2.2    Exceptions to Maintenance and Support Obligations. The following items are expressly excluded from the Maintenance and Support Services listed in Section 2.1 hereof and shall, as such, be invoiced at then-current engineering fees:
(a)    Maintenance and/or support of software not delivered by Licensor;
(b)    Maintenance and/or support of Software or a version of the Software that has been retired by Licensor
(c)    Repairs caused by other than normal use or repairs caused by force majeure (such as, but not limited to, fire, flood, failure of electric power or air conditioning);
(d)    Repairs required by the fact that maintenance has been done by a third party, not authorized by Licensor.
2.3    Additional Support. Licensee may purchase additional support from Licensor by initialing such additional support in Schedule "B". Such additional support may include training or on-site support at Licensors customer support center.
2.4    Scope of Maintenance and Support Services.
(a)    In no event shall any Maintenance and Support services under this agreement be provided for any application or software other than the Software.
(b)    It is a condition precedent to the delivery of any maintenance and support under this Agreement by Licensor that Licensee have personnel on site that possess the knowledge of a person of ordinary skill in the art of computer programming and that Licensor be able to interact with such personnel in providing maintenance and support services under this Agreement. If, in Licensors reasonable opinion, no such person is employed by Licensee, Licensor may, at its option, terminate this Agreement and return any unused portion of the maintenance fees paid for the current term. Unused maintenance fees will be calculated according to the following formula: (Annual Maintenance fee / 12) X (Number of full months remaining in the current term).
(c)    The Maintenance and support services described in this Agreement shall be provided to Licensee only.
ARTICLE 3 -     MAINTENANCE & SUPPORT FEES
Maintenance & Support. During the initial term of this Agreement, Licensee shall pay to Licensor a maintenance and support fee equal to the Maintenance and Support Fee set out on page 1 hereof for the initial term.
3.1    Other fees. Any training provided by Licensor under Schedule "B" of this Maintenance and Support Agreement will be invoiced at the end of each month in which said services are provided. Any support package provided by Licensor under Schedule "B" of this Maintenance and Support Agreement will be invoiced at the beginning of the quarter in which said support package has been provided. Unless otherwise provided in writing, all invoices for services provided under Schedule "B" of this Maintenance and Support Agreement are payable within thirty (30) days after invoice date.
3.2    Payment Terms. For the initial term of this Agreement, payment of the Maintenance and Support Fee is due and payable within thirty (30) days of the Effective Date of this Agreement. Thereafter, for each renewal of this Agreement, payment of Maintenance and Support Fees are due and payable on each anniversary of the Effective Date of this Agreement. All payments for services as described in Schedule "B" of this Maintenance and Support Agreement are due within 30 days after receipt of invoice. No maintenance or support will be performed under this Agreement if any payments are past due under this Agreement or the Base Agreement.
ARTICLE 4 -     TERMINATION
4.1    Term. Both parties agree that this Agreement shall be effective for a period equal to the Initial Term set out on page 1 hereof and may be renewed for one or more additional one (1) year terms only by a writing executed by the parties within the sixty (60) day period immediately prior to the expiration of the then-current term. Licensees then-current rates shall apply to any renewal. This Agreement may be terminated or canceled as provided in Sections 4.2, 4.3 or 4.5.
4.2    Termination for Cause. This Agreement may be terminated for cause, as follows:
(a)    by Licensor, if Licensee fails to make timely, and any such failure is not remedied within ten (10) days after receipt of written notice stating such breach;
(b)    by Licensor, immediately upon written notice, if Licensee: (i) fails, either intentionally or unintentionally, to abide by the restricted use or confidentiality provisions of the Base Agreement; or (ii) exceeds the scope of the license granted by the Base Agreement;
(c)    by either party, if a party (including its successors and assigns, if applicable) ceases doing business as a result of dissolution, liquidation, or other causes. In such event, the other party may immediately terminate this Agreement by providing written notice setting out the grounds for termination.
(d)    by Licensor, pursuant to Section 2.4(b).
4.3    Termination after Initial Term. After the Initial Term as defined above, this Agreement may be terminated by either party without cause by giving the other party ninety (90) days prior written notice.
4.4    Obligations upon Termination. Upon termination, Licensee shall immediately pay all outstanding amounts incurred prior to termination to Licensor.
4.5    Termination Concurrent with Base Agreement. This Agreement shall terminate upon termination of the Base Agreement.
ARTICLE 5 -     LIABILITY
5.1    Limitation on Damages. In no event shall Licensor be liable for any loss of or damage to revenues, profits or goodwill or other special, incidental, indirect or consequential damages of any kind, resulting from its performance or failure to perform pursuant to the terms of this Agreement or any of the attachments hereto, including, without limitation, any interruption of business, whether resulting from breach of contract, breach of warranty, or any other cause (including negligence), even if Licensor has been advised of the possibility of such damages.
5.2    Maximum Liability. Licensors total liability to Licensee from any and all causes shall be limited to the total amount of Maintenance and Support Fees actually paid by Licensee to Licensor under this Agreement. Licensors limitation of liability is cumulative with all Licensees payments for Maintenance and Support being aggregated to determine satisfaction of the limit. The existence of more than one claim shall not enlarge or extend the limit
ARTICLE 6 -     MISCELLANEOUS
6.1    Governing Law. This Agreement shall be deemed to have been entered into and shall be construed, governed and interpreted in accordance with the laws of the State of [State of Licensor (ie. California)], without giving effect to principles of conflict of law. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts in the State of [State of Licensor (ie. California)]. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
6.2    Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
6.3    No Waiver. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms of this Agreement or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.
6.4    Survival of Certain Provisions. It is hereby agreed that the rights and obligations of the parties hereto contained in Articles 3 and 5 and the Addenda referenced therein, and Sections 4.4 and 6.1-6.6 shall survive and continue after any termination or cancellation of this Agreement and shall bind the parties, their successors, their assigns and their legal representatives.
6.5    Entire Agreement. This Agreement sets forth and shall constitute the entire agreement between Licensee and Licensor with respect to the subject matter thereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one party to the other concerning the subject matter herein and the terms and conditions applicable thereto. This Agreement may not be released, discharged, supplemented, interpreted, amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto as is specially provided elsewhere in this Agreement.
6.6    Independent Contractors. In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create the relationship of partner or of employer and employees between the parties. At no time shall either party make commitments for or in the name of the other party.
6.7    No Assignment by Licensee. Licensee is not allowed to assign its rights or obligations under this Agreement without Licensors prior written consent.
6.8    Notices. All notices under this Agreement shall be sent to the address here above mentioned. All such notices shall be deemed to be received by the other party on the earlier of (a) five (5) days after the postal date of a written notice, (b) three (3) days after the date of delivery of the courier mail company.
6.9    Addenda. The Addenda referenced in this Agreement, and the specifications referenced therein, as well as other documentation referenced in this Agreement which define the obligations of the parties, are a part of this Agreement with the same force and effect as if fully set forth herein.
 
 
Schedule "A"Customer Support Center
 
1.    Licensors contact information for technical support will be:
Telephone:    [Support Telephone No.]
Fax:    [Support Fax No.]
e-mail address:     [Support email address]
2.    Licensors normal business hours are as follows:
Monday  Friday 8:30 a.m. to 5:30 p.m. Eastern Time
3.    The current Licensor-specified holidays are as follows:
New Years Day    Presidents DayPatriots DayMemorial DayIndependence DayLabor DayColumbus DayThanksgiving DayDay after ThanksgivingChristmas
4.    Licensee shall contact Licensors personnel via the telephone and fax numbers or via the e-mail address listed above to request the technical support services described in this Agreement.
 
 
 
 
 
Schedule "B"Additional Support
 
Licensee is hereby entitled to order the support services listed hereunder from Licensor at the prices/fees specified hereunder, if ordered at the time this agreement is signed. Licensor shall deliver those services which are initialed in the below list by Licensee. Licensee agrees that Licensee will forfeit rights to these services if services are not procured within the Term of Service.
 
 
Training    Term of Service: 90 days, starting at the Effective Date
INITIAL: _______
All training is performed by Licensor at its Customer Support Centers. Training includes lectures and hands-on exercises in the Licensor Customer Support Centers.
A day of training shall consist of 8 hours and is priced at [Price Per First Participant Per Day of Training (ie. $1,000)] USD per participant per day. Second and subsequent participants receive training at the rate of [Price Per Additional Participants Per Day of Training (ie. $1,000)] per person per day.
Cost of training =     [(1st participant) x (number of training days) x [Price Per First Participant Per Day of Training (ie. $1,000)]] + [number of additional attendees) x (number of training days) x [Price Per Additional Participants Per Day of Training (ie. $1,000)].
Number of Training Days:     ________       Number of Attendees:     ________
Cost of training:         $_______  
 
 
Support at the Licensor Customer Support Center    Term of Service: 90 days, starting at the Effective Date
INITIAL: _______
Support at the Licensor Customer Support Centers shall include the following services: development assistance and consulting with a Licensor support engineer, performing of tests in a lab, testing and advise in designing and/or programming.
A day of support shall consist of 8 hours, and is priced at [Price Per Support Day (ie. $1,000)] USD per day. Support days must be purchased in increments of 5 days (e.g., 5 days, 10 days, 15 days, and so on).
Cost of Support = (number of support days) x [Price Per Support Day (ie. $1,000)] USD
Number of Support Days:     ________
Cost of Support:         $_______
For the purposes of this Schedule "B", a “participant” means a natural person representing Licensee.
Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#28660
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Software Maintenance and Support Agreement

 

 

Licensor Name:
Licensee Name:
[Name of Licensor]
[Name of Licensee]
 
 
Licensor Address:
Licensee Address:
[Licensor Address]
[Licensee Address]
 
 
Licensor Telephone:
Licensor Fax
Licensee Telephone:
Licensee Fax:
[Licensor Tel. No.]
[Licensor Fax No.]
[Licensee Tel. No.]
[Licensee Fax No.]
 
 
 
 
Licensor Email:
Licensor Contact Name
Licensee Email:
Licensee Contact name:
[Licensor Email]
[Licensor Contact]
[Licensee Email]
[Licensee Contact]
 
 
 
 
Effective Date:
Initial Term:
Maintenance & Support Fee:
 
[Effective Date of Agreement]
[Initial Term of Agreement (ie. 1 year)]
[Annual Maintenance and Support Fee]
 
 
 
 
 
THIS AGREEMENT IS GOVERNED BY THE ATTACHED TERMS AND CONDITIONS. Licensee AND Licensor ACKNOWLEDGE THAT THEY HAVE READ AND AGREE TO BE BOUND BY THE ATTACHED TERMS AND CONDITIONS. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN DULY EXECUTED BY THE PARTIES HERETO, AS OF THE EFFECTIVE DATE.
 
 
Licensor Signature:
Licensee Signature:
x
x
Name:
 
Name:
 
Title:
 
Title:
 
   , 20   
   , 20   
Date of Signature
Date of Signature
ARTICLE 1 -     DEFINITIONS
1.1    Definitions. The following terms shall have the meanings ascribed to them herein whenever they are used in this Agreement, unless otherwise clearly indicated by the context:
(a)    Base Agreement” means the License Agreement between Licensee and Licensor, dated [Date of License Agreement between Licensor and Licensee (ie. May 18, 2002)].
(b)    Corrections” means changes made in the Software and/or Documentation by Licensor to correct errors or defects in the Software and/or Documentation.
(c)    Documentation” means those visually-readable materials, in English, developed by or for Licensor for use in connection with the Software and delivered by Licensor to Licensee. Documentation includes operating instructions, input information and format specifications.
(d)    Maintenance and Support” means the maintenance and support services provided to Licensee by Licensor under this Agreement.
(e)    Software” means [Describe Software in Detail].
(f)    Upgrades” shall mean enhancements and/or new functionalities which are added into the Software and which are incorporated in a new release of the Software. The change of version 1.XX to version 2.XX shall be considered an Upgrade. Licensee is not entitled to Upgrades under this Agreement.
(g)    Update” means bug fixes and/or fixes of minor errors in the Software which are incorporated in a new release of the Software. The change of version X.01 to version X.02 or the change of version X.10 to X.20 shall be considered an Update.
ARTICLE 2 -     MAINTENANCE AND SUPPORT
2.1    Maintenance and Support Services. During the term of this Maintenance and Support Agreement, and provided Licensee has paid the Maintenance and Support Fees listed in Article 3 below, the following maintenance and support services are available to Licensee. Said services shall be provided during Licensors normal business hours, Mondays through Fridays (excluding Licensor-specified holidays). The telephone and fax numbers of Licensors support personnel, as well as a list of current holidays, are specified in Schedule "A".
(a)    Defect Support. Licensor shall provide telephone consulting services and/or written support services through fax, email, or other manner to Licensees designated personnel to provide such personnel with defect support relative to the Software and Documentation, being the provision of assistance regarding suspected defects or errors in the Software or Documentation. Licensor will analyze the claim of Licensee and inform Licensee of the result of its analysis. If a defect in the Software is confirmed by Licensor, acting reasonably, Licensor will exercise commercially reasonable efforts to provide Licensee with the corrected Software as soon as possible.
(b)    Remote Application Support. Licensor shall provide telephone consulting services and/or written support services through fax, email, or other manner to Licensees designated personnel to provide such personnel with application support relative to the Software and Documentation, being the assistance, beyond defect support. Licensor will analyze the claim of Licensee and inform Licensee of the result of its analysis. If further investigation is needed, Licensor will inform Licensee as soon as possible of the results thereof.
(c)    Updates. Licensor shall provide Licensee with such Updates as Licensor creates in its discretion in the ordinary course of its business.
2.2    Exceptions to Maintenance and Support Obligations. The following items are expressly excluded from the Maintenance and Support Services listed in Section 2.1 hereof and shall, as such, be invoiced at then-current engineering fees:
(a)    Maintenance and/or support of software not delivered by Licensor;
(b)    Maintenance and/or support of Software or a version of the Software that has been retired by Licensor
(c)    Repairs caused by other than normal use or repairs caused by force majeure (such as, but not limited to, fire, flood, failure of electric power or air conditioning);
(d)    Repairs required by the fact that maintenance has been done by a third party, not authorized by Licensor.
2.3    Additional Support. Licensee may purchase additional support from Licensor by initialing such additional support in Schedule "B". Such additional support may include training or on-site support at Licensors customer support center.
2.4    Scope of Maintenance and Support Services.
(a)    In no event shall any Maintenance and Support services under this agreement be provided for any application or software other than the Software.
(b)    It is a condition precedent to the delivery of any maintenance and support under this Agreement by Licensor that Licensee have personnel on site that possess the knowledge of a person of ordinary skill in the art of computer programming and that Licensor be able to interact with such personnel in providing maintenance and support services under this Agreement. If, in Licensors reasonable opinion, no such person is employed by Licensee, Licensor may, at its option, terminate this Agreement and return any unused portion of the maintenance fees paid for the current term. Unused maintenance fees will be calculated according to the following formula: (Annual Maintenance fee / 12) X (Number of full months remaining in the current term).
(c)    The Maintenance and support services described in this Agreement shall be provided to Licensee only.
ARTICLE 3 -     MAINTENANCE & SUPPORT FEES
Maintenance & Support. During the initial term of this Agreement, Licensee shall pay to Licensor a maintenance and support fee equal to the Maintenance and Support Fee set out on page 1 hereof for the initial term.
3.1    Other fees. Any training provided by Licensor under Schedule "B" of this Maintenance and Support Agreement will be invoiced at the end of each month in which said services are provided. Any support package provided by Licensor under Schedule "B" of this Maintenance and Support Agreement will be invoiced at the beginning of the quarter in which said support package has been provided. Unless otherwise provided in writing, all invoices for services provided under Schedule "B" of this Maintenance and Support Agreement are payable within thirty (30) days after invoice date.
3.2    Payment Terms. For the initial term of this Agreement, payment of the Maintenance and Support Fee is due and payable within thirty (30) days of the Effective Date of this Agreement. Thereafter, for each renewal of this Agreement, payment of Maintenance and Support Fees are due and payable on each anniversary of the Effective Date of this Agreement. All payments for services as described in Schedule "B" of this Maintenance and Support Agreement are due within 30 days after receipt of invoice. No maintenance or support will be performed under this Agreement if any payments are past due under this Agreement or the Base Agreement.
ARTICLE 4 -     TERMINATION
4.1    Term. Both parties agree that this Agreement shall be effective for a period equal to the Initial Term set out on page 1 hereof and may be renewed for one or more additional one (1) year terms only by a writing executed by the parties within the sixty (60) day period immediately prior to the expiration of the then-current term. Licensees then-current rates shall apply to any renewal. This Agreement may be terminated or canceled as provided in Sections 4.2, 4.3 or 4.5.
4.2    Termination for Cause. This Agreement may be terminated for cause, as follows:
(a)    by Licensor, if Licensee fails to make timely, and any such failure is not remedied within ten (10) days after receipt of written notice stating such breach;
(b)    by Licensor, immediately upon written notice, if Licensee: (i) fails, either intentionally or unintentionally, to abide by the restricted use or confidentiality provisions of the Base Agreement; or (ii) exceeds the scope of the license granted by the Base Agreement;
(c)    by either party, if a party (including its successors and assigns, if applicable) ceases doing business as a result of dissolution, liquidation, or other causes. In such event, the other party may immediately terminate this Agreement by providing written notice setting out the grounds for termination.
(d)    by Licensor, pursuant to Section 2.4(b).
4.3    Termination after Initial Term. After the Initial Term as defined above, this Agreement may be terminated by either party without cause by giving the other party ninety (90) days prior written notice.
4.4    Obligations upon Termination. Upon termination, Licensee shall immediately pay all outstanding amounts incurred prior to termination to Licensor.
4.5    Termination Concurrent with Base Agreement. This Agreement shall terminate upon termination of the Base Agreement.
ARTICLE 5 -     LIABILITY
5.1    Limitation on Damages. In no event shall Licensor be liable for any loss of or damage to revenues, profits or goodwill or other special, incidental, indirect or consequential damages of any kind, resulting from its performance or failure to perform pursuant to the terms of this Agreement or any of the attachments hereto, including, without limitation, any interruption of business, whether resulting from breach of contract, breach of warranty, or any other cause (including negligence), even if Licensor has been advised of the possibility of such damages.
5.2    Maximum Liability. Licensors total liability to Licensee from any and all causes shall be limited to the total amount of Maintenance and Support Fees actually paid by Licensee to Licensor under this Agreement. Licensors limitation of liability is cumulative with all Licensees payments for Maintenance and Support being aggregated to determine satisfaction of the limit. The existence of more than one claim shall not enlarge or extend the limit
ARTICLE 6 -     MISCELLANEOUS
6.1    Governing Law. This Agreement shall be deemed to have been entered into and shall be construed, governed and interpreted in accordance with the laws of the State of [State of Licensor (ie. California)], without giving effect to principles of conflict of law. The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the state or federal courts in the State of [State of Licensor (ie. California)]. The parties hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
6.2    Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
6.3    No Waiver. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms of this Agreement or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.
6.4    Survival of Certain Provisions. It is hereby agreed that the rights and obligations of the parties hereto contained in Articles 3 and 5 and the Addenda referenced therein, and Sections 4.4 and 6.1-6.6 shall survive and continue after any termination or cancellation of this Agreement and shall bind the parties, their successors, their assigns and their legal representatives.
6.5    Entire Agreement. This Agreement sets forth and shall constitute the entire agreement between Licensee and Licensor with respect to the subject matter thereof, and shall supersede any and all prior agreements, understandings, promises and representations made by one party to the other concerning the subject matter herein and the terms and conditions applicable thereto. This Agreement may not be released, discharged, supplemented, interpreted, amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto as is specially provided elsewhere in this Agreement.
6.6    Independent Contractors. In making and performing this Agreement, the parties act and shall act at all times as independent contractors and nothing contained in this Agreement shall be construed or implied to create the relationship of partner or of employer and employees between the parties. At no time shall either party make commitments for or in the name of the other party.
6.7    No Assignment by Licensee. Licensee is not allowed to assign its rights or obligations under this Agreement without Licensors prior written consent.
6.8    Notices. All notices under this Agreement shall be sent to the address here above mentioned. All such notices shall be deemed to be received by the other party on the earlier of (a) five (5) days after the postal date of a written notice, (b) three (3) days after the date of delivery of the courier mail company.
6.9    Addenda. The Addenda referenced in this Agreement, and the specifications referenced therein, as well as other documentation referenced in this Agreement which define the obligations of the parties, are a part of this Agreement with the same force and effect as if fully set forth herein.
 
 
Schedule "A"Customer Support Center
 
1.    Licensors contact information for technical support will be:
Telephone:    [Support Telephone No.]
Fax:    [Support Fax No.]
e-mail address:     [Support email address]
2.    Licensors normal business hours are as follows:
Monday  Friday 8:30 a.m. to 5:30 p.m. Eastern Time
3.    The current Licensor-specified holidays are as follows:
New Years Day    Presidents DayPatriots DayMemorial DayIndependence DayLabor DayColumbus DayThanksgiving DayDay after ThanksgivingChristmas
4.    Licensee shall contact Licensors personnel via the telephone and fax numbers or via the e-mail address listed above to request the technical support services described in this Agreement.
 
 
 
 
 
Schedule "B"Additional Support
 
Licensee is hereby entitled to order the support services listed hereunder from Licensor at the prices/fees specified hereunder, if ordered at the time this agreement is signed. Licensor shall deliver those services which are initialed in the below list by Licensee. Licensee agrees that Licensee will forfeit rights to these services if services are not procured within the Term of Service.
 
 
Training    Term of Service: 90 days, starting at the Effective Date
INITIAL: _______
All training is performed by Licensor at its Customer Support Centers. Training includes lectures and hands-on exercises in the Licensor Customer Support Centers.
A day of training shall consist of 8 hours and is priced at [Price Per First Participant Per Day of Training (ie. $1,000)] USD per participant per day. Second and subsequent participants receive training at the rate of [Price Per Additional Participants Per Day of Training (ie. $1,000)] per person per day.
Cost of training =     [(1st participant) x (number of training days) x [Price Per First Participant Per Day of Training (ie. $1,000)]] + [number of additional attendees) x (number of training days) x [Price Per Additional Participants Per Day of Training (ie. $1,000)].
Number of Training Days:     ________       Number of Attendees:     ________
Cost of training:         $_______  
 
 
Support at the Licensor Customer Support Center    Term of Service: 90 days, starting at the Effective Date
INITIAL: _______
Support at the Licensor Customer Support Centers shall include the following services: development assistance and consulting with a Licensor support engineer, performing of tests in a lab, testing and advise in designing and/or programming.
A day of support shall consist of 8 hours, and is priced at [Price Per Support Day (ie. $1,000)] USD per day. Support days must be purchased in increments of 5 days (e.g., 5 days, 10 days, 15 days, and so on).
Cost of Support = (number of support days) x [Price Per Support Day (ie. $1,000)] USD
Number of Support Days:     ________
Cost of Support:         $_______
For the purposes of this Schedule "B", a “participant” means a natural person representing Licensee.

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