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Software Maintenance Agreement

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Software Maintenance Agreement

Software Maintenance Agreement made on the , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Servicer, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Licensee.

1. Definition of Software

Software means the actual copy of all or any portion of the final commercial release of system software technology, computer software code, components, dynamic link libraries, and programs delivered on any media, whether provided in source, object, or executable code formats, inclusive of backups, updates, or upgrades supplied under this Agreement.

2. Term of Agreement and Fees

The initial term of this Agreement shall begin on and shall continue for twelve (12) consecutive months as noted in the Quotation attached hereto as Exhibit A and made a part hereof. Thereafter, Licensee may continue the service for annual maintenance and update at the then current fee. Should Licensee decide to extend this Agreement, Licensee shall notify Servicer in writing within days of the termination date. Payment is due (e.g., annually in advance) . Licensee agrees to pay invoices of Servicer within days of receipt.

3. Software Maintenance and Update Service

A. Servicer will support and maintain the Software for a period of twelve (12) months. Software support and maintenance will apply only to unmodified Software and to commercially released updated versions of the Software. Software updates are provided only for standard hardware platforms and operating systems supported by Servicer as described in Exhibit B. Licensee is responsible for making or arranging for updates to interfaces for nonstandard devices or custom applications.

B. Support and maintenance of Servicer will be provided in compliance with the Support Services Policy on the Web site at under Support Services. Servicer supports users with the installation and maintenance of Software, assistance in solving problems arising from the use of the Software, hardware interfacing of peripheral devices, and logging of enhancement requests and bugs submitted by the user.

4. Service Information

For service, Licensee may contact Technical Support at , Technical Support Center: ; between the hours of 6:00 a.m. to 5:00 p.m. CST (Monday through Friday, except holidays.

5. Termination

This Agreement may be terminated by either party giving the other party day’s notice of intent to terminate prior to the end of the first term of this Agreement.

6. Limitation of Liability and Remedies

A. Servicer will use commercially reasonable efforts to provide corrections or work-around solutions for any errors reported and determined to be in the Software or the documentation at no cost to Licensee for the term of this Agreement.

B. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, SERVICER DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND. EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND NONINTERFERENCE. SERVICER DOES NOT WARRANT THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE'S NEEDS, OR THAT LICENSEE'S OPERATION OF THE SAME WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL NONCONFORMITIES CAN OR WILL BE CORRECTED.

C. If Servicer fails to fulfill its obligations under this Agreement, Licensee's sole and exclusive remedy is the right to terminate this Agreement immediately for the affected Software.

D. IN NO EVENT SHALL SERVICER BE LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS; LOST SALES OR BUSINESS EXPENDITURES; INVESTMENTS; OR COMMITMENTS IN CONNECTION WITH ANY BUSINESS, LOSS OF ANY GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT SERVICER OR LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. License

Maintenance and support is provided subject to the terms and conditions of the then current General License Terms and Conditions attached as Exhibit C hereto and made a part hereof, the terms of which will be indicated on Servicer’s Web site or enclosed in the deliverable's packaging, depending on the method of delivery. Licensee may only use the type and number of copies of the Software, data, and documentation for which the appropriate license fees have been paid to and in accordance with the General License Terms and Conditions and the licensed configuration on file with customer service.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

By:

By:

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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.

Why a Clear Maintenance Agreement Matters

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.


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