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Software Maintenance Agreement Software Maintenance Agreement made on the _________________ (date) , between _________________________ (Name of Servicer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________ _____________________________________________________________ (street address, city, state, zip code) , referred to herein as Servicer , and _______________________ (Name of Licensee) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ ____________________________________________ (street address, city, state, zip code) , 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 _______________ (name) 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 ___________________ (date) 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 _______________________ (Name of Servicer) Support Services Policy on the __________________________ (Name of Servicer) Web site at www.xxx.com/support under Support Services. Servicer supports users with the installation and maintenance of ________________________ (Name of Software) 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 ________________________ (Name of Servicer) , Technical Support Center: (Fax Number 555-555-5555; Telephone: 555- 000-0000) between the hours of 6:00 a.m. to 5:00 p.m. CST (Monday through Friday, except _______________________ (Name of Servicer) 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, NONINTERFERENCE, SYSTEM INTEGRATION, AND NONINFRINGEMENT. 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 ___________________ (Name of Software) 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. _______________________________________________ (Name of Servicer)(Name of Licensee) By:______________________________By:_____________________________ _________________________________________________________________ (Printed name & Office in Corporation)(Printed name & Office in Corporation _________________________________________________________________ (Signature of Officer) (Signature of Officer)