Legal

Software Maintenance Agreement

Set clear terms for ongoing software support with an agreement that covers maintenance scope, response times, fees, and exclusions in one document both sides can refer back to.

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Software Maintenance Agreement

This Software Maintenance Agreement ("Agreement") is entered into as of [Document.CreatedDate] by and between [Sender.FirstName] [Sender.LastName] ([Sender.Company]), hereinafter referred to as the "Software Owner", and [Client.FirstName] [Client.LastName] ([Client.Company]), hereinafter referred to as the "Service Provider".

Term

Beginning on [Document.CreatedDate], the Service Provider will provide software maintenance and technical support services for the Software Owner for an initial duration of 12 months, unless terminated earlier in accordance with the provisions of this Agreement.

Granted Access

The Software Owner shall grant the Service Provider all necessary access—including technical documentation, system error logs, relevant software repositories, and physical or cloud infrastructure—required to identify and remediate software defects.

The Software Owner will provide the Service Provider with reasonable operational time and system availability to perform maintenance tasks and correct identified issues. As new software errors or performance issues are reported, the Software Owner will extend similar access and cooperation as required for the Service Provider to fulfill its obligations under this Agreement.

Proprietary Rights

The Service Provider acknowledges that all systems, code, software databases, and stored records maintained under this Agreement contain highly sensitive and proprietary intellectual property owned by the Software Owner.

The Service Provider agrees to treat all such software assets and data as strictly confidential. The Service Provider shall enforce security protocols to prevent any unauthorized modification, deletion, distribution, or duplication of the Software Owner's proprietary materials.

Modifications & Updates

The Service Provider may, with prior written authorization from the Software Owner, implement scheduled system enhancements, security patches, or architectural modifications to the software.

All costs and expenses related to approved system modifications, error resolutions, or component upgrades shall remain the sole financial responsibility of the Software Owner throughout the term of this Agreement.

Payment & Rates

In consideration for the maintenance services rendered, the Software Owner agrees to pay the Service Provider the total amounts detailed in the table below:
  • Any out-of-scope tasks or additional expenses must be submitted in writing and approved by the Software Owner before work commences.
  • The Software Owner reserves the right to request itemized cost reports and price verification for third-party software components or materials required.
  • Travel or on-site support expenses must be submitted in writing and receive explicit written consent from the Software Owner.
  • Unexcused failure to issue payment for agreed-upon fees shall constitute a material breach and serve as grounds for immediate termination.

Material Costs and Third-Party Expenses

In addition to standard service fees, the Software Owner shall be directly responsible for all third-party material fees and operational costs required to maintain the software, including:
  • Software Licenses & API Subscriptions
  • Server Hosting & Infrastructure Charges
  • Anti-Virus & Cybersecurity Tools
  • Official Document Filing or Compliance Fees
Taxes: The Software Owner is solely responsible for all applicable local, state, federal, or international sales, use, or statutory taxes associated with this Agreement.

Confidentiality

The Service Provider, along with its employees, sub-contractors, and representatives, agrees that it shall not disclose, copy, or utilize any confidential business information, software source code, or internal operational data of the Software Owner for personal gain or third-party benefit.
All obligations regarding non-disclosure and confidentiality shall survive the expiration or termination of this Agreement for a period of 12 months.

Warranties

Software Replacement Warranty
Any replacement software modules, libraries, or third-party tools integrated during the performance of this Agreement shall include all standard manufacturer or vendor warranties, which shall pass through directly to the Software Owner.
General Performance Warranty
The Service Provider warrants that all maintenance services will be executed in a professional, workmanlike manner adhering to prevailing industry standards. The Service Provider assumes no liability for actions, unauthorized system changes, or operational failures resulting directly from actions taken by the Software Owner or its external affiliates.

Termination & Remedies

Grounds for Termination:
This Agreement may be terminated immediately upon written notice under the following circumstances:
  1. Non-payment or material breach of financial terms.
  2. Insolvency, bankruptcy filings, or receivership of either party.
  3. Seizure of assets or adverse credit actions affecting operational capacity.
  4. Repeated failure to deliver maintenance services according to agreed schedules or standards.
Notice to Cure Default:


Force Majeure

Neither party shall be held liable for delay or failure to fulfill performance obligations if such failure arises from events beyond reasonable control, including natural disasters (floods, earthquakes, hurricanes), acts of war, terrorism, government restrictions, or major infrastructure outages. The affected party shall notify the other party promptly and will be granted up to 30 days to cure performance before further legal action or contract cancellation can be initiated.

Dispute Resolution & Arbitration

In the event of any disagreement or legal dispute arising under this Agreement, both parties agree to resolve the matter through binding arbitration rather than litigation.
  • Selection of Arbitrators: If the parties cannot mutually select a single arbitrator, each party shall appoint one independent arbitrator, and those two individuals shall jointly select a third arbitrator to oversee the proceedings.
  • Location & Authority: Arbitration shall occur in a mutually accessible central location. The arbitrator shall have no authority to alter or modify any terms of this contract, nor award punitive damages.
  • Final Judgment: The decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction located in [Sender.State].
  • Continued Performance: During dispute resolution proceedings, both parties shall continue fulfilling their non-disputed obligations under this Agreement.

Entirety

This written document constitutes the entire understanding between the Software Owner and Service Provider regarding software maintenance and supersedes all prior verbal or written negotiations, proposals, or representations.

Notice & Contact Information

All formal notices, approvals, or demands under this Agreement must be submitted in writing via hand delivery, email, or certified mail to the respective addresses below:
Software Owner:
  • [Sender.Company]
    • [Sender.StreetAddress], [Sender.City], [Sender.State], [Sender.Zip]
    Service Provider:
    [Client.Company]
    [Client.StreetAddress], [Client.City], [Client.State], [Client.Zip]

    Acceptance and Signatures

    By signing below, both parties confirm that they have reviewed, understood, and agreed to all terms, covenants, and conditions specified in this Software Maintenance Agreement.
    SOFTWARE OWNER
    [Sender.Company]
    Click to sign
    SENDER
    Select date*
    SENDER
    [Sender.FirstName] [Sender.LastName]
    SERVICE PROVIDER
    [Client.Company]
    Click to sign
    Select date*
    

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    Evoke Strategy
    Uffizio
    Charge&Go
    Aktiv
    Story99
    Scribd
    Prolexity
    Hero
    Accenture
    Vyapar
    Storyboard Films
    Infosys
    TCS
    FinoWorks Technologies
    Growlity
    Evoke Strategy
    Uffizio
    Charge&Go
    Aktiv
    Story99
    Scribd
    Prolexity
    Hero
    Accenture
    Vyapar
    Storyboard Films
    Infosys
    TCS
    FinoWorks Technologies
    Growlity

    Software Maintenance Agreement Overview

    Software maintenance goes smoothly when both sides know exactly what is covered and what is not. This software maintenance agreement template gives you ready sections for maintenance scope, support hours, response times, fees, and exclusions, so expectations are written down before the first support request arrives. Built as a reusable maintenance agreement template, it keeps every client on the same clear terms.

    The agreement generates in your company's branding and adapts to each client and product. Share one link the client opens on any device, and keep every agreement filed by account so support terms are easy to reference when a request comes in.

    What's Included

    Everything you need to create a professional proposal

    Professional Design

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    How to Use This Template

    Get started with your professional proposal in just a few simple steps

    1

    Choose Template

    Select this template and click "Use template for free" to get started

    2

    Customize Content

    Fill in your details, add your branding, and tailor the content to your needs

    3

    Send & Track

    Send your proposal to clients and track when they view and approve it

    Who Benefits From Software Maintenance Agreement?

    Software vendors and development agencies get the most from an agreement that sets support expectations early.

    Software Agency Owner

    Agree maintenance scope and response times upfront, so support requests never turn into surprise unpaid work after launch.

    Support Lead

    Point to written response times when a client asks about turnaround, keeping expectations clear on both sides of the relationship.

    Account Manager

    Renew maintenance each year with a clear record of what was covered, making the renewal conversation straightforward and fast.

    Client IT Manager

    Know exactly what support is included, how fast issues get handled, and what costs extra before something breaks.

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    Frequently Asked Questions

    Everything you need to know about using this template

    It should include the maintenance scope, support hours, response times, fees, and exclusions. A maintenance agreement template gives you these sections ready to fill in, so both sides know what is covered before the first request arrives.
    Yes. Generate the first draft from a short prompt, then use AI to rewrite, tighten, or restructure any section in seconds.
    Open with the maintenance scope, define support hours and response times, add fees and exclusions, then close with the term. This structure keeps support expectations clear from the start.
    Fully. This agreement is editable end to end in the drag-and-drop editor, so you can add, remove, or reorder clauses to match your support model.
    Yes. Add your own scope, response times, fees, and exclusions straight into this agreement template, then adjust the wording to fit the client.
    Yes. Your logo, colours, and fonts are pulled from your website and applied automatically, so the agreement looks on-brand without any manual design.

    Set support terms before work begins

    Start from a ready maintenance layout and fill in only what matters, instead of negotiating support terms ticket by ticket.

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