DRAFT FOR REVIEW. Not legal advice. Laws vary by country and state; have this draft reviewed before anyone signs it.
Maintenance and Support Agreement
Summary of key terms
| Parties | Provider: Client: Agreement date: |
|---|---|
| Subject | Systems: Services in each month: Backups: taken and kept by the Provider Requests for help: First reply within: |
| Payment | Fee: for each month, invoiced at the start Included hours in each month: Unused hours expire at the end of the period Extra hours: at a rate agreed in writing beforehand Each invoice is paid within Expenses approved in writing in advance are reimbursed |
| Term | Starts: Initial term: Renews for the same length unless either party gives written notice before the end of the term |
| Termination | Either party may end it during a term with written notice Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach Fees paid in advance for a part of a month after the end date are refunded in proportion |
| Governing law | Laws of Disagreements: talk first, then the courts |
For quick reading. It repeats details from the fields; the numbered clauses below set out the full terms.
This Maintenance and Support Agreement (the “Agreement”) is made on between , of (“Provider”), and , of (“Client”). Provider and Client are each a “party” and together the “parties”.
1. Systems covered
1.1Provider will maintain the following for Client: . These are the “Systems”.
1.2Client confirms that it owns the Systems or has the right to let Provider work on them, and will give Provider the access needed (accounts, logins and hosting details) through a secure channel.
1.3Provider will keep access details private, use them only for this work and stop using them when this Agreement ends. Client’s data stays Client’s: Provider will open or change it only as the work requires, and will tell Client promptly if it learns that someone without permission has reached it.
2. Maintenance services
2.1In each month, Provider will provide: .
2.2Other work, such as new features or a redesign, needs a written quote or change agreed by both parties before it starts.
2.3Provider will take and keep backups of the Systems as part of the services. Backups reduce the risk of losing data but cannot remove it.
2.4Provider will work with reasonable care and skill, but does not promise that the Systems will be free of errors, attacks or interruptions.
3. Third parties and changes by others
3.1The Systems rely on software, hosting and services run by other companies. Provider is not responsible for their outages, changes or fees, but will tell Client when it notices a problem of theirs that affects the Systems.
3.2If anyone other than Provider changes the Systems, Provider is not responsible for problems caused by that change, and time spent finding or fixing them counts as extra work.
4. Support requests
4.1Client will send requests for help in this way: .
4.2Provider will send a first reply within of receiving a request in that way, on its normal working days. A first reply acknowledges the request and says what happens next; it is not a promise to finish the work in that time.
4.3Provider will deal with a problem that makes the Systems unusable before other requests.
5. Fees and hours
5.1Client will pay Provider for each month of maintenance, invoiced at the start of that month.
5.2Each month includes of work. Included hours not used in a month expire at its end.
5.3Work beyond the included hours is billed at a rate the parties agree in writing before that work starts.
5.4Client will pay each invoice within of receiving it, by the method stated on the invoice.
5.5Client will reimburse reasonable expenses that it approved in writing before they were incurred, against receipts.
5.6If an invoice is overdue, Provider may pause the services after giving written notice until it is paid. Each party is responsible for its own taxes.
6. Term and renewal
6.1This Agreement starts on and runs for an initial term of .
6.2At the end of the initial term, and of each later term, this Agreement renews for a further term of the same length, unless either party has given the other written notice, at least before the end of the current term, that it does not want to renew.
6.3Either party may also end this Agreement during a term by giving written notice. Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach within a reasonable time after being told.
6.4When this Agreement ends, Client pays for the services provided and the approved work done up to the end date, and any fee paid in advance for a part of a month after the end date is refunded in proportion. Provider will hand over to Client the files, documentation and access details that belong to Client.
7. Ownership of the work
7.1Once Client has paid all fees due under this Agreement, Provider transfers to Client all of Provider’s rights in the fixes, updates and documents created specifically for Client. Until then, Provider keeps those rights.
7.2Provider keeps ownership of tools, methods, templates and know-how that existed before this Agreement or that are not specific to Client, and grants Client a licence to use any of them included in the fixes, updates and documents.
7.3Each party keeps ownership of material it supplies to the other. Client confirms that it has the right to let Provider use the material it supplies for this work.
8. Confidentiality
8.1Each party will keep private any non-public information the other shares for this work, such as business plans, customer data, prices and unreleased material, and will use it only to carry out this Agreement.
8.2This does not cover information that is already public through no fault of the receiving party, that the receiving party already had or develops on its own, or that it must disclose by law, in which case it will tell the other party first when it is allowed to.
8.3These duties continue after this Agreement ends. Provider and Client will return or delete the other’s confidential material when asked, except copies kept as required by law.
9. Independent relationship
9.1Provider works as an independent business, not as an employee, partner or agent of Client. Provider decides how, when and where the work is done, within the deadlines of this Agreement, and is responsible for its own taxes, insurance and business costs.
10. Limitation of liability
10.1To the extent the law allows, each party’s total liability arising from this Agreement is limited to the total fees paid by Client under it.
10.2Neither party is liable to the other for indirect or consequential losses, such as lost profits, except where the law does not allow this to be limited, or in cases of fraud, wilful misconduct or a breach of confidentiality.
11. Governing law and disagreements
11.1This Agreement is governed by the laws of .
11.2If a disagreement about this Agreement arises, the parties will first try to settle it by talking in good faith. If that does not work, either party may take it to the courts of the place whose law governs this Agreement.
12. General terms
12.1Entire agreement. This Agreement is the whole agreement between the parties on its subject and replaces earlier discussions about it.
12.2Changes. Any change to this Agreement must be in writing and accepted by both parties.
12.3Notices. Notices under this Agreement are given in writing to the addresses above, or to an e-mail address a party gives for that purpose.
12.4Severability. If a court finds part of this Agreement unenforceable, that part is limited as little as needed and the rest stays in effect.
12.5Assignment. Neither party may transfer this Agreement to someone else without the other party’s written consent.
12.6Counterparts. The parties may sign separate copies, on paper or electronically, which together form one Agreement.
Signatures
Provider
Client