Software Support Agreement

SOFTWARE SUPPORT AGREEMENT

This Software Support Agreement (the "Agreement") is made effective as of by and between:

Provider Name:    Address:

Client Name:    Address:

WHEREAS

WHEREAS, Provider develops, maintains and supports certain software applications and related documentation (the "Software"); and

WHEREAS, Client desires to obtain support services for the Software and Provider is willing to provide such services under the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

Provider shall perform support services for the Software as described below. Services may include incident response, troubleshooting, bug fixes, updates, upgrades, and reasonable assistance with configuration and operation of the Software. The specific tasks and deliverables are as set forth in the Scope of Work.

Support Services & Service Levels

Provider will provide support in accordance with the service levels selected below. Response times are measured from Provider's receipt of a support request as logged in Provider's support system.

Remote troubleshooting and support
On-site support (travel and expenses subject to separate approval)
24/7 emergency support

Payment Terms

Client shall pay Provider the fees for support as set forth below. All fees are exclusive of taxes unless otherwise required by law.

Late payments shall accrue interest at % per month (or the maximum rate permitted by law), and Provider may suspend support services if fees remain unpaid for more than days after invoice due date.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate without cause upon prior written notice to the other party.

On termination, Client shall pay Provider for all services performed and expenses incurred through the effective date of termination. Sections concerning confidentiality, payment of accrued fees, limitation of liability, and governing law shall survive termination.

Confidentiality

Each party (the "Recipient") shall hold in confidence all nonpublic, proprietary or confidential information disclosed by the other party (the "Discloser") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Recipient shall not disclose Confidential Information to any third party except to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of Recipient; (b) is rightfully received from a third party without breach of an obligation of confidentiality; (c) was known to Recipient prior to disclosure; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Upon termination or request, Recipient shall promptly return or destroy Discloser's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any disputes arising under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or schedules attached hereto and any order forms executed by the parties referencing this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a merger or sale of substantially all of Provider's assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

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