Are electronic signatures valid?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in states that adopted it; ensure intent, consent, attribution, and retention are documented.

When is a notarization required?

Most software maintenance agreements do not require notarization. Notarization is only needed if a specific statute or counterparty demands a notarized signature.

Can I require multi-factor signer authentication?

Yes. You may require stronger authentication (SMS code, knowledge-based, or SSO) to reduce fraud risk and meet internal compliance policies.

How should I handle updates and upgrades?

Specify update types, compatibility obligations, and chargeable enhancement procedures. Distinguish between security patches and billable feature work.

What if a party lacks signing authority?

Confirm signatory authority in the signature block and attach a board resolution or power of attorney if required to demonstrate authority to bind the organization.

How long should I retain executed agreements?

Retain executed agreements for the full term plus at least three years; industry rules may require longer retention, e.g., HIPAA six years for healthcare.

Electronic Signature
Templates
Other
Software Maintenance Agreement

Software Maintenance Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

What a Software Maintenance Agreement Covers

A Software Maintenance Agreement is a contract that governs ongoing support, updates, and corrective services for software after delivery. It typically defines the scope of maintenance (bug fixes, patches, updates, upgrades), service levels and response times, fees and billing cadence, term and renewal mechanics, termination rights, intellectual property ownership, confidentiality, warranties, and limits on liability. The agreement often includes change-order procedures, acceptance criteria, and dispute resolution. For U.S. transactions, electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted.

Why a Clear Maintenance Agreement Matters

A well-drafted Software Maintenance Agreement sets expectations for uptime, response times, and software updates while allocating risk and expense between vendor and customer. It reduces ambiguity that causes disputes, protects IP and confidential data, and defines remedies and limits of liability, making post-deployment operations more predictable for both parties.

Who Typically Prepares and Signs These Agreements

Vendors, customers, and in-house legal or procurement teams commonly prepare Software Maintenance Agreements when support beyond initial delivery is required.

Software vendors and ISVs providing subscription or perpetual-licensed products, requiring a standard maintenance offering.
Corporate IT and procurement teams that manage vendor relationships and need documented SLAs and change-control processes.
Legal counsel and outside attorneys who review liability, IP, and compliance provisions for both parties.

Signatory responsibilities typically fall to authorized corporate officers, procurement managers, or delegated contract signers with authority to bind their organization.

Core Components to Include

A robust agreement covers operational, legal, and commercial terms so both sides understand obligations and remedies.

Scope

Define covered software, modules, excluded items, and any third-party components to avoid later disputes over coverage and fees.

Service Levels

State response and resolution targets, priority definitions, measurement windows, and credit or remedy mechanisms tied to SLA breaches.

Updates & Releases

Describe the cadence, compatibility obligations, and responsibilities for patching, minor updates, and major version upgrades.

Fees & Billing

Specify maintenance fees, invoicing schedule, late-payment consequences, and whether fees are fixed, percentage-based, or variable.

Intellectual Property

Clarify ownership of original software, modifications, and whether customizations remain vendor property or transfer to the customer.

Liability & Remedies

Limitations of liability, warranty disclaimers, indemnities, and termination rights should be clearly stated and mutually understandable.

Required Core Information and Fields

Parties: Full legal names

Effective Date: MM/DD/YYYY

Term Length: Initial term and renewals

SLA Metrics: Response and resolution targets

Payment Terms: Fee amount and due dates

Signature Block: Authorized signer name

Step-by-Step: Completing the Agreement

Follow this sequence to prepare, review, and execute a Software Maintenance Agreement efficiently.

01

Prepare Draft: Populate party details, scope, and fees.
02

Define SLAs: Set priorities, response times, and remedies.
03

Legal Review: Have counsel check IP, indemnity, and limits.
04

Execute: Obtain authorized signatures and store executed copies.

Configuring an Online Maintenance Workflow

Set up signing, authentication, and routing so approvals follow your internal processes and compliance needs.

Field	Configuration
Signature Type	Electronic signature with audit trail
Authentication	Email plus optional SMS code
Routing Order	Sequential or parallel signer flow
Retention	Store signed PDF and audit log

Typical Electronic Execution Flow

An eSignature workflow reduces turnaround while preserving evidence of intent and consent.

Upload Document: Add the finalized agreement file to the signing platform.
Place Fields: Insert signature, date, and initial fields where required.
Send to Signers: Provide signer emails or generate secure links.
Capture Audit Trail: Platform records timestamps, IP, and actions.

Digital Signing and eSubmission Considerations

Ensure your chosen eSignature provider supports required authentication, audit trails, and storage for enforceability and compliance.

Authentication: Email, SMS, or stronger methods
Audit Trail: Timestamps, IP, and action log
File Formats: PDF and DOCX supported

Retain executed documents with a complete audit record to satisfy ESIGN Act intent, attribution, and retention requirements for electronic records.

Key Dates to Track in the Agreement

Track effective, renewal, termination, and SLA-related deadlines to avoid lapses or unintended auto-renewals.

Effective Date:

Starts obligations and triggers initial term and notice windows.

Renewal Date:

Auto-renewal deadlines and notice periods for non-renewal.

SLA Measurement Window:

Period used to measure uptime and credits.

Patch Release Schedule:

Planned dates for security and minor updates.

Payment Due Date:

Invoice terms and late-payment penalties.

Milestones from Contract Draft to Live Support

A sequential view of the typical stages that lead from negotiation to active maintenance services.

01

Draft Completion

Finalize clauses and fee schedule prior to legal review.

02

Internal Approval

Obtain procurement and budget sign-off before external execution.

03

Execution

Signatures obtained and executed copies distributed to stakeholders.

04

Onboarding

Operational handoff, access provisioning, and SLA monitoring begin.

Common Drafting Mistakes to Avoid

Vague scope language that leaves patch vs. enhancement ambiguity and creates billing disputes.
Missing or undefined SLA priorities and response times, which prevent objective performance measurement.
Failing to address third-party component updates and compatibility obligations during major version changes.
Omitting data-protection or confidentiality measures when maintenance requires access to customer systems.

Consequences of an Incomplete or Incorrect Agreement

Contractual Damages: Exposure to breach claims

Service Interruptions: Unclear obligations may lengthen outages

Regulatory Risk: Data-handling lapses may trigger fines

IP Disputes: Ambiguous ownership claims

Payment Disputes: Late fees and collections risk

Operational Costs: Higher support overhead

eSignature Vendor Comparison for Executing Agreements

Comparison of representative eSignature providers and common feature considerations relevant to signing and managing Software Maintenance Agreements.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Bulk Send	Yes	Yes	Yes	Yes	Limited
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/yr	Varies	Varies	Varies

Industry Examples Using Electronic Execution

Real customers report tangible benefits from online signature and automated workflows when managing post-sale maintenance obligations.

Optica Ventures — COO

Optica streamlined signature collection for recurring support agreements and reduced turnaround times

The interface is simple and easy-to-use for our team
The result was faster customer acceptance cycles and fewer administrative follow-ups while preserving an auditable record of consent.

Martin Properties — Founder

Martin Properties moved to online execution for service and maintenance schedules to avoid in-person signings

We can process and execute all of these documents online
This improved operational efficiency and ensured consistent compliance with signed SLA terms across property portfolios.

Practical Tips for Drafting and Managing Maintenance Agreements

Adopt these practices to reduce disputes and make administration simpler for both vendor and customer.

Define Measurable SLAs

Use specific, measurable metrics and reporting intervals. Include examples of outages and the remedies or credits that apply for missed targets.

Agree Change Control

Implement a documented change-order process with authorization thresholds so out-of-scope work is captured and billed properly.

Limit Liability Carefully

Ensure caps on liability, carve-outs for gross negligence, and clear indemnity scope to protect both parties against disproportionate exposure.

Preserve Audit Trails

Keep signed PDFs and a complete event log for signature attribution, which supports enforcement and regulatory compliance.

Frequently Asked Questions

Answers to frequent questions about execution, enforceability, and operational handling of Software Maintenance Agreements.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA in states that adopted it; ensure intent, consent, attribution, and retention are documented.
When is a notarization required?
Most software maintenance agreements do not require notarization. Notarization is only needed if a specific statute or counterparty demands a notarized signature.
Can I require multi-factor signer authentication?
Yes. You may require stronger authentication (SMS code, knowledge-based, or SSO) to reduce fraud risk and meet internal compliance policies.
How should I handle updates and upgrades?
Specify update types, compatibility obligations, and chargeable enhancement procedures. Distinguish between security patches and billable feature work.
What if a party lacks signing authority?
Confirm signatory authority in the signature block and attach a board resolution or power of attorney if required to demonstrate authority to bind the organization.
How long should I retain executed agreements?
Retain executed agreements for the full term plus at least three years; industry rules may require longer retention, e.g., HIPAA six years for healthcare.

Explore Templates

Drywall Contract Excavation Contract Self-Employed Septic System Services Contract Civil Cover Sheet Notice of Meeting of Members Notice of Meeting of Members

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now