Software Support Services Agreement

SOFTWARE SUPPORT SERVICES AGREEMENT

This Software Support Services Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , an entity organized as under the laws of , with principal place of business at , and Client Name: , with principal place of business at .

RECITALS

WHEREAS, Service Provider develops, maintains, and supports the software described in Exhibit A and possesses the technical personnel and resources necessary to provide maintenance and support services; and

WHEREAS, Client has licensed or otherwise obtained rights to use such software and desires to engage Service Provider for support services under the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will provide support, maintenance, and related services to Client.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Software" means the software identified in Exhibit A, including any updates, upgrades, or modifications provided under this Agreement. 1.2 "Support Services" means the corrective, preventive, and advisory activities described in Section 2 and Exhibit B.

2. SCOPE OF SUPPORT SERVICES

2.1 Services. Service Provider will provide the Support Services described in Exhibit B, which may include incident response, bug fixes, patches, minor enhancements, and telephone or electronic support. Service Provider will use commercially reasonable efforts to perform the Support Services in a timely and professional manner.

3. SERVICE LEVELS

3.1 Response and Resolution. Service Provider will respond to incidents in accordance with the priority definitions set forth in Exhibit B. Initial response time for Priority 1 incidents shall be within and target resolution time shall be , subject to the complexity of the issue.

3.2 Credits and Remedies. If Service Provider fails to meet material service levels, Client's sole and exclusive remedy shall be the service credits described in Exhibit B, provided that Client has complied with its reporting obligations.

4. FEES AND PAYMENT

4.1 Fees. Client shall pay Service Provider the fees set forth below for Support Services: Monthly Fee . Additional fees for on-site support, emergency response, or agreed enhancements shall be billed in accordance with the rates in Exhibit C.

4.2 Late Payment. Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client shall be responsible for reasonable collection costs, including attorneys' fees.

5. CLIENT RESPONSIBILITIES

5.1 Client shall provide timely access to personnel, environments, documentation, and equipment as reasonably required by Service Provider to perform Support Services. Client shall maintain backups and provide verification of backups upon request.

6. TERM AND TERMINATION

6.1 Term. The initial term shall commence on the Effective Date and continue for a period of (the "Initial Term"), and shall automatically renew for successive renewal terms of unless either party provides written notice of non-renewal at least prior to the end of the then-current term.

6.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after written notice. 6.3 Effect of Termination. Upon termination, Client shall pay for all Support Services performed through the termination date and any non-cancellable obligations reasonably incurred by Service Provider.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means nonpublic information disclosed by one party to the other, whether in oral, written or electronic form, 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. 7.2 Obligations. Each party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information; and (c) not disclose Confidential Information to third parties except to those employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Ownership. As between the parties, Service Provider retains all right, title and interest in and to the Software, Service Provider's tools, methodologies, and any enhancements developed outside the scope of paid custom work. Client retains ownership of Client Data. 8.2 License. Service Provider grants Client a non-exclusive, non-transferable license to use any deliverables provided pursuant to this Agreement solely for Client's internal business operations, subject to the terms of the underlying license agreement for the Software.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranty. Each party represents that it has the legal power and authority to enter into this Agreement. 9.2 Service Provider Warranty. Service Provider warrants that Support Services will be performed in a professional and workmanlike manner consistent with industry standards. 9.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 By Service Provider. Service Provider shall defend Client against any third-party claim alleging that the unmodified Software, as provided by Service Provider, infringes a third party's issued patent, copyright, or trademark, and shall indemnify Client for damages finally awarded or settlements reasonably incurred, provided Service Provider is given prompt notice and sole control of the defense and settlement and Client cooperates reasonably. Service Provider's obligations do not apply to claims arising from Client Data, Client modifications, or combination with third-party products not provided by Service Provider.

11.2 By Client. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's use of the Software in violation of this Agreement or applicable law, Client Data, or specifications provided by Client.

12. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice. Notices shall be deemed given upon personal delivery, one business day after delivery to an overnight courier, or three business days after mailing by certified mail.

13. AMENDMENTS; WAIVER; ASSIGNMENT

13.1 Amendments. This Agreement may only be amended or modified by a written instrument executed by authorized representatives of both parties. 13.2 Waiver. No waiver of any provision shall be effective unless in writing and signed by the waiving party. 13.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an acquirer of its business or assets without Client consent provided the assignee assumes Service Provider's obligations.

14. GOVERNING LAW; DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles. 14.2 Dispute Resolution. The parties shall first attempt to resolve disputes in good faith through escalation between senior executives. If unresolved, the parties shall submit the dispute to binding arbitration in the chosen jurisdiction, unless otherwise agreed in writing.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, including all Exhibits and written statements of work incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements. 15.2 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent.

16. MISCELLANEOUS

16.1 Force Majeure. Neither party will be liable for delays or failures to perform caused by events beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to mitigate. 16.2 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

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