Sample Maintenance Agreement

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Party 1

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip

Party 2

Name / Company
Individual / Company
Address 1
Address 2
City
State/Province
Zip
What is the effective date for this contract?
"Business Hours" refer to when a particular Service is available.

Party 1:
Party 2:
DEFINITION - BUSINESS HOURS - When are the Business Hours provided?
What are the Business Hours?
A "Contract Year" indicates what dates start and end the year used to project forecasts.

Party 1:
Party 2:
DEFINITION - CONTRACT YEAR - When should the Contract Year begin and end?
Beginning date:
End date:
"Maintained Item" means the Software Deliverable(s), additional Deliverable(s), or Service being maintained by the vendor. Typical maintenance involves correcting malfunctions as well as occasionally providing revisions and upgrades.

Party 1:
Party 2:
DEFINITION - MAINTAINED ITEM (Party-1 Sells) - What is being maintained?
What is being maintained?
Please specify the maintained Deliverables.
Please specify the additional maintained Deliverables.
What is the Maintained Item?
Will spare parts be provided and replaced as part of the Maintenance Services?
A "Revision" is a minor improvement which a vendor issues to its customers from time to time.

Party 1:
Party 2:
DEFINITION - REVISION - Are Revisions issued with a new, higher number to the right of the release number's decimal point?
An "Upgrade" is a major improvement which a vendor issues to customers from time to time.

Party 1:
Party 2:
DEFINITION - UPGRADE - Are Upgrades issued with a new, higher number to the left of the release number's decimal point?
"Revisions" refer to minor improvements to the Maintained Item which vendors issue to customers from time to time. "Upgrades" refer to major improvements to the Maintained Item which vendors issue to customers from time to time.

Party 1:
Party 2:
REVISIONS AND UPGRADES (Party-1 Sells)
What Upgrades are covered by the Maintenance Services?
Please describe which Upgrade(s) is covered.
Are Revisions provided at no charge besides the fee for Maintenance Services?
Are Upgrades provided at no charge besides the fee for Maintenance Services?
A "Correction" means the act of fixing a Malfunction of a Maintained Item so that it functions properly as required by the Agreement.

Party 1:
Party 2:
CORRECTIONS (Party-1 Sells)
How long until Priority 1 Malfunctions are Corrected?
How long?
How long until Priority 2 Malfunctions are Corrected?
How long?
Will telephone Service be provided to discuss Malfunctions?
Will Party-2 need remote access to the Maintained Item and will Party-2 provide Corrections on site at Party-1's address if necessary? If so, please check the appropriate items below.
How long until the employees arrive on site at Party-2's address?
A fee for Maintenance Services usually is an annual fee, paid in advance by the customer in return for the vendor correcting any malfunctions.

Party 1:
Party 2:
FEE - MAINTENANCE SERVICES (Party-1 Sells) - How much is the annual Maintenance Services fee?
The "Warranty Length" refers to how long the Services and/or Deliverables will perform as expected.

Party 1:
Party 2:
WARRANTY LENGTH (Services) - How long should the warranty last?
"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" - these damages can be quite large, might greatly exceed the money actually owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

Party 1:
Party 2:
LIMITATION OF LIABILITY - CONSEQUENTIAL DAMAGES - For consequential damages, do I want to limit liability for both parties or just for Party-1?
For certain egregious acts, you may not want the parties' liability limited. Which of the below acts do you want excluded from the limitation of liability?
For certain egregious acts, you may not want this party's liability limited. Which of the below acts do you want excluded from the limitation of liability?
"Limitation of Liability" is a provision used to limit the kinds of damages a company could be liable for if sued. Parties often want to limit their liability for "Consequential Damages" - these damages can be quite large, might greatly exceed the money actually owed under the contract, and include lost profits and punitive damages. Parties may also want to impose a hard cap on their liability. For instance, a party could state that it won't be liable for more than $10,000, or for more than the fees under the contract.

Party 1:
Party 2:
LIMITATION OF LIABILITY - HARD CAP - Do I want to impose a hard cap on liability for both parties or just Party-1?
Do I want to choose one of the options below, choose a multiple of the contract value, or specify the hard cap myself?
Which option?
What should the multiple be?
How much?
Do I want to choose one of these options, choose a multiple of the contract value, or specify the hard cap myself?
What should the multiple be?
How much?
The "Term" means how long the contract will be in force.

Party 1:
Party 2:
TERM - LENGTH - How long is the term of the agreement?
How many years do I want?
How long?
An "Evergreen" term - also referred to as an "Automatic Renewal" - means that once the term comes to a certain date in the future, it automatically extends for an additional time period or repeated additional time periods until either party sends notice that the term does not renew anymore.

Party 1:
Party 2:
TERM - EVERGREEN - Will the agreement automatically renew or not?
"Termination for Convenience" means a party's right to terminate the agreement at any time for any reason at all (or even no reason), and is usually accompanied by advance written notice.

Party 1:
Party 2:
TERMINATION FOR CONVENIENCE - Do I want to terminate the agreement at any time for any reason or no reason with thirty (30) days prior notice?
A "Subcontractor" is a third party who one of the signing parties wants to perform some of its responsibilities under the Agreement, such as providing a Service or Deliverable.

Party 1:
Party 2:
SUBCONTRACTORS - Can one or both of the parties subcontract any responsibilities?
The "Governing Law" is the particular state or country's laws that you choose to apply to this contract. Often times, the governing law is the state or country within which one or both of the parties have a main office, or where they are conducting business under the contract.

Party 1:
Party 2:
GENERAL - GOVERNING LAW - Which state or country's laws govern this contract?
"Forum", "Venue" or "Jurisdiction" refers to where disputes between the parties must be litigated. Often the parties will still be free to seek injunctions or other temporary relief outside of the forum as they see fit.

Party 1:
Party 2:
GENERAL - FORUM - Which state or country is the forum for this contract?
"Assignment" means the right to transfer the contract, or a right or obligation under the contract, to a third party. Usually, this is prohibited or limited to a third party buying the shares or assets of a party to the contract.

Party 1:
Party 2:
GENERAL - ASSIGNMENT - Do I want both parties to be able to assign this Agreement, just Party-1, or not allow any assignments?

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“This is a great tool for freelancers, as well as business and law firms of all sizes.”
-David Perla, CEO, Pangea3

As Covered On:

Complete Description. This Sample Maintenance Agreement covers vendors selling services for maintenance needs, and explains services, fees, warranties, disclaimers, limitation of liability, term and termination, force majeure, and general boilerplate for a sample maintenance agreement.