Maintenance and Support Agreement

Licensor Name: Licensee Name:

[Name of Licensor] [Name of Licensee]
Licensor Address: Licensee Address:
[Licensor Address] [Licensee Address]

Licensor Telephone: Licensor Fax Licensee Telephone: Licensee Fax:

[Licensor Tel. No.] [Licensor Fax No.] [Licensee Tel. No.] [Licensee Fax No.]
Licensor Email: Licensor Contact Name Licensee Email: Licensee Contact name:
[Licensor Email] [Licensor Contact] [Licensee Email] [Licensee Contact]
Effective Date: Initial Term: Maintenance & Support Fee:
[Effective Date of [Initial Term of [Annual
Agreement] Agreement (ie. 1 Maintenance and
year)] Support Fee]
THIS AGREEMENT IS GOVERNED BY THE ATTACHED TERMS AND CONDITIONS. Licensee AND
Licensor ACKNOWLEDGE THAT THEY HAVE READ AND AGREE TO BE BOUND BY THE
ATTACHED TERMS AND CONDITIONS. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN
DULY EXECUTED BY THE PARTIES HERETO, AS OF THE EFFECTIVE DATE.
Licensor Signature: Licensee Signature:

x x
Name: Name:
Title: Title:

, 20 , 20
Date of Signature Date of Signature

ARTICLE 1 - DEFINITIONS

1.1 Definitions. The following terms shall have the meanings ascribed to them herein whenever they
are used in this Agreement, unless otherwise clearly indicated by the context:
(a) “Base Agreement” means the License Agreement between Licensee and Licensor,
dated [Date of License Agreement between Licensor and Licensee (ie. May 18, 2002)].
(b) “Corrections” means changes made in the Software and/or Documentation by Licensor
to correct errors or defects in the Software and/or Documentation.
(c) “Documentation” means those visually-readable materials, in English, developed by or
for Licensor for use in connection with the Software and delivered by Licensor to
Licensee. Documentation includes operating instructions, input information and format
specifications.
(d) “Maintenance and Support” means the maintenance and support services provided to
Licensee by Licensor under this Agreement.
(e) “Software” means [Describe Software in Detail].
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(f) “Upgrades” shall mean enhancements and/or new functionalities which are added into
the Software and which are incorporated in a new release of the Software. The change of
version 1.XX to version 2.XX shall be considered an Upgrade. Licensee is not entitled to
Upgrades under this Agreement.
(g) Update” means bug fixes and/or fixes of minor errors in the Software which are
incorporated in a new release of the Software. The change of version X.01 to version
X.02 or the change of version X.10 to X.20 shall be considered an Update.

ARTICLE 2 - MAINTENANCE AND SUPPORT

2.1 Maintenance and Support Services. During the term of this Maintenance and Support
Agreement, and provided Licensee has paid the Maintenance and Support Fees listed in Article 3
below, the following maintenance and support services are available to Licensee. Said services
shall be provided during Licensor’s normal business hours, Mondays through Fridays (excluding
Licensor-specified holidays). The telephone and fax numbers of Licensor’s support personnel, as
well as a list of current holidays, are specified in Schedule "A".
(a) Defect Support. Licensor shall provide telephone consulting services and/or written
support services through fax, email, or other manner to Licensee’s designated personnel
to provide such personnel with defect support relative to the Software and
Documentation, being the provision of assistance regarding suspected defects or errors
in the Software or Documentation. Licensor will analyze the claim of Licensee and inform
Licensee of the result of its analysis. If a defect in the Software is confirmed by Licensor,
acting reasonably, Licensor will exercise commercially reasonable efforts to provide
Licensee with the corrected Software as soon as possible.
(b) Remote Application Support. Licensor shall provide telephone consulting services
and/or written support services through fax, email, or other manner to Licensee’s
designated personnel to provide such personnel with application support relative to the
Software and Documentation, being the assistance, beyond defect support. Licensor will
analyze the claim of Licensee and inform Licensee of the result of its analysis. If further
investigation is needed, Licensor will inform Licensee as soon as possible of the results
thereof.
(c) Updates. Licensor shall provide Licensee with such Updates as Licensor creates in its
discretion in the ordinary course of its business.
2.2 Exceptions to Maintenance and Support Obligations. The following items are expressly
excluded from the Maintenance and Support Services listed in Section 2.1 hereof and shall, as
such, be invoiced at then-current engineering fees:
(a) Maintenance and/or support of software not delivered by Licensor;
(b) Maintenance and/or support of Software or a version of the Software that has been
retired by Licensor
(c) Repairs caused by other than normal use or repairs caused by force majeure (such as,
but not limited to, fire, flood, failure of electric power or air conditioning);
(d) Repairs required by the fact that maintenance has been done by a third party, not
authorized by Licensor.
2.3 Additional Support. Licensee may purchase additional support from Licensor by initialing such
additional support in Schedule "B". Such additional support may include training or on-site
support at Licensor’s customer support center.
2.4 Scope of Maintenance and Support Services.
(a) In no event shall any Maintenance and Support services under this agreement be
provided for any application or software other than the Software.
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(b) It is a condition precedent to the delivery of any maintenance and support under this
Agreement by Licensor that Licensee have personnel on site that possess the knowledge
of a person of ordinary skill in the art of computer programming and that Licensor be able
to interact with such personnel in providing maintenance and support services under this
Agreement. If, in Licensor’s reasonable opinion, no such person is employed by
Licensee, Licensor may, at its option, terminate this Agreement and return any unused
portion of the maintenance fees paid for the current term. Unused maintenance fees will
be calculated according to the following formula: (Annual Maintenance fee / 12) X
(Number of full months remaining in the current term).
(c) The Maintenance and support services described in this Agreement shall be provided to
Licensee only.

ARTICLE 3 - MAINTENANCE & SUPPORT FEES

Maintenance & Support. During the initial term of this Agreement, Licensee shall pay to Licensor
a maintenance and support fee equal to the Maintenance and Support Fee set out on page 1
hereof for the initial term.
3.1 Other fees. Any training provided by Licensor under Schedule "B" of this Maintenance and
Support Agreement will be invoiced at the end of each month in which said services are provided.
Any support package provided by Licensor under Schedule "B" of this Maintenance and Support
Agreement will be invoiced at the beginning of the quarter in which said support package has
been provided. Unless otherwise provided in writing, all invoices for services provided under
Schedule "B" of this Maintenance and Support Agreement are payable within thirty (30) days after
invoice date.
3.2 Payment Terms. For the initial term of this Agreement, payment of the Maintenance and Support
Fee is due and payable within thirty (30) days of the Effective Date of this Agreement. Thereafter,
for each renewal of this Agreement, payment of Maintenance and Support Fees are due and
payable on each anniversary of the Effective Date of this Agreement. All payments for services as
described in Schedule "B" of this Maintenance and Support Agreement are due within 30 days
after receipt of invoice. No maintenance or support will be performed under this Agreement if any
payments are past due under this Agreement or the Base Agreement.

ARTICLE 4 - TERMINATION

4.1 Term. Both parties agree that this Agreement shall be effective for a period equal to the Initial
Term set out on page 1 hereof and may be renewed for one or more additional one (1) year terms
only by a writing executed by the parties within the sixty (60) day period immediately prior to the
expiration of the then-current term. Licensee’s then-current rates shall apply to any renewal. This
Agreement may be terminated or canceled as provided in Sections 4.2, 4.3 or 4.5.
4.2 Termination for Cause. This Agreement may be terminated for cause, as follows:
(a) by Licensor, if Licensee fails to make timely, and any such failure is not remedied within
ten (10) days after receipt of written notice stating such breach;
(b) by Licensor, immediately upon written notice, if Licensee: (i) fails, either intentionally or
unintentionally, to abide by the restricted use or confidentiality provisions of the Base
Agreement; or (ii) exceeds the scope of the license granted by the Base Agreement;
(c) by either party, if a party (including its successors and assigns, if applicable) ceases
doing business as a result of dissolution, liquidation, or other causes. In such event, the
other party may immediately terminate this Agreement by providing written notice setting
out the grounds for termination.
(d) by Licensor, pursuant to Section b.
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4.3 Termination after Initial Term. After the Initial Term as defined above, this Agreement may be
terminated by either party without cause by giving the other party ninety (90) days prior written
notice.
4.4 Obligations upon Termination. Upon termination, Licensee shall immediately pay all
outstanding amounts incurred prior to termination to Licensor.
4.5 Termination Concurrent with Base Agreement. This Agreement shall terminate upon
termination of the Base Agreement.

ARTICLE 5 - LIABILITY

5.1 Limitation on Damages. In no event shall Licensor be liable for any loss of or damage to
revenues, profits or goodwill or other special, incidental, indirect or consequential damages of any
kind, resulting from its performance or failure to perform pursuant to the terms of this Agreement
or any of the attachments hereto, including, without limitation, any interruption of business,
whether resulting from breach of contract, breach of warranty, or any other cause (including
negligence), even if Licensor has been advised of the possibility of such damages.
5.2 Maximum Liability. Licensor’s total liability to Licensee from any and all causes shall be limited
to the total amount of Maintenance and Support Fees actually paid by Licensee to Licensor under
this Agreement. Licensor’s limitation of liability is cumulative with all Licensee’s payments for
Maintenance and Support being aggregated to determine satisfaction of the limit. The existence
of more than one claim shall not enlarge or extend the limit

ARTICLE 6 - MISCELLANEOUS

6.1 Governing Law. This Agreement shall be deemed to have been entered into and shall be
construed, governed and interpreted in accordance with the laws of the State of [State of Licensor
(ie. California)], without giving effect to principles of conflict of law. The parties agree that any
action at law or in equity arising out of or relating to this Agreement shall be filed only in the state
or federal courts in the State of [State of Licensor (ie. California)]. The parties hereby consent and
submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
6.2 Invalidity. The invalidity or unenforceability of any particular provision of this Agreement shall not
affect the other provisions, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provisions were omitted.
6.3 No Waiver. The failure of either party to insist, in any one or more instances, upon the
performance of any of the terms of this Agreement or to exercise any right hereunder, shall not be
construed as a waiver of the future performance of any such term or the future exercise of such
right.
6.4 Survival of Certain Provisions. It is hereby agreed that the rights and obligations of the parties
hereto contained in Articles 3 and 5 and the Addenda referenced therein, and Sections 4.4 and
6.1-6.6 shall survive and continue after any termination or cancellation of this Agreement and
shall bind the parties, their successors, their assigns and their legal representatives.
6.5 Entire Agreement. This Agreement sets forth and shall constitute the entire agreement between
Licensee and Licensor with respect to the subject matter thereof, and shall supersede any and all
prior agreements, understandings, promises and representations made by one party to the other
concerning the subject matter herein and the terms and conditions applicable thereto. This
Agreement may not be released, discharged, supplemented, interpreted, amended or modified in
any manner except by an instrument in writing signed by a duly authorized officer or
representative of each of the parties hereto as is specially provided elsewhere in this Agreement.
6.6 Independent Contractors. In making and performing this Agreement, the parties act and shall
act at all times as independent contractors and nothing contained in this Agreement shall be
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construed or implied to create the relationship of partner or of employer and employees between
the parties. At no time shall either party make commitments for or in the name of the other party.
6.7 No Assignment by Licensee. Licensee is not allowed to assign its rights or obligations under
this Agreement without Licensor’s prior written consent.
6.8 Notices. All notices under this Agreement shall be sent to the address here above mentioned. All
such notices shall be deemed to be received by the other party on the earlier of (a) five (5) days
after the postal date of a written notice, (b) three (3) days after the date of delivery of the courier
mail company.
6.9 Addenda. The Addenda referenced in this Agreement, and the specifications referenced therein,
as well as other documentation referenced in this Agreement which define the obligations of the
parties, are a part of this Agreement with the same force and effect as if fully set forth herein.
 Schedule "A"
Customer Support Center

1. Licensor’s contact information for technical support will be:

Telephone: [Support Telephone No.]
Fax: [Support Fax No.]
e-mail address: [Support email address]
2. Licensor’s normal business hours are as follows:
Monday – Friday 8:30 a.m. to 5:30 p.m. Eastern Time
3. The current Licensor-specified holidays are as follows:
New Year’s Day
Presidents’ Day
Patriots Day
Memorial Day
Independence Day
Labor Day
Columbus Day
Thanksgiving Day
Day after Thanksgiving
Christmas
4. Licensee shall contact Licensor’s personnel via the telephone and fax numbers or via the e-mail
address listed above to request the technical support services described in this Agreement.
 Schedule "B"
Additional Support

Licensee is hereby entitled to order the support services listed hereunder from Licensor at the prices/fees
specified hereunder, if ordered at the time this agreement is signed. Licensor shall deliver those services
which are initialed in the below list by Licensee. Licensee agrees that Licensee will forfeit rights to these
services if services are not procured within the Term of Service.

Training Term of Service: 90 days, starting at the

Effective Date
INITIAL: _______
All training is performed by Licensor at its Customer Support Centers. Training includes lectures and
hands-on exercises in the Licensor Customer Support Centers.
A day of training shall consist of 8 hours and is priced at [Price Per First Participant Per Day of Training
(ie. $1,000)] USD per participant per day. Second and subsequent participants receive training at the rate
of [Price Per Additional Participants Per Day of Training (ie. $1,000)] per person per day.
Cost of training = [(1st participant) x (number of training days) x [Price Per First Participant Per Day
of Training (ie. $1,000)]] + [number of additional attendees) x (number of training
days) x [Price Per Additional Participants Per Day of Training (ie. $1,000)].
Number of Training Days: ________ Number of Attendees: ________
Cost of training: $_______

Support at the Licensor Customer Support Center Term of Service: 90 days, starting at the
Effective Date
INITIAL: _______
Support at the Licensor Customer Support Centers shall include the following services: development
assistance and consulting with a Licensor support engineer, performing of tests in a lab, testing and
advise in designing and/or programming.
A day of support shall consist of 8 hours, and is priced at [Price Per Support Day (ie. $1,000)] USD per
day. Support days must be purchased in increments of 5 days (e.g., 5 days, 10 days, 15 days, and so on).
Cost of Support = (number of support days) x [Price Per Support Day (ie. $1,000)] USD
Number of Support Days: ________
Cost of Support: $_______
For the purposes of this Schedule "B", a “participant” means a natural person representing Licensee.