Introductory Notes:
- This template is for a software support agreement between a supplier and its client.
- The document details provisions for each aspect of a software support agreement to ensure clarity and legal protection for both parties involved.
- The template is on the basis that there is a software licence agreement in place between the supplier and the client.
- The supplier is to provide a comprehensive range of Software Services to the customer, including software support, maintenance, helpdesk assistance, error resolution, on-site and remote support, updates, upgrades, audit rights, data protection measures, service credits, and adherence to service levels. These services aim to ensure the smooth operation of the software, customer satisfaction, and compliance with the agreement terms.
- The agreement details specific support and maintenance services, including software support, maintenance, helpdesk services, error resolution, and service levels.
- It covers obligations related to updates, upgrades, data protection, audit, service credits, limitation of liability, and termination conditions.
- The payment provisions specify fees for services, payment terms, charges, support fees, additional services fees, invoicing procedures, applicable taxes such as VAT, and penalties for late payments, aiming for clarity, transparency, and accountability in the financial and service aspects of the agreement between the supplier and the customer.
- There are clauses covering essential elements such as liability limitations, termination conditions, confidentiality obligations, relief events, dispute resolution procedures, and the scope of the entire agreement.
- The limitations of liability clause specify the extent of the supplier's liability under the agreement, regardless of the cause of liability.
- The termination clause outlines conditions under which either party can terminate the agreement, including material breaches, non-payment, and insolvency events.
- The consequences of termination clause address the obligations of both parties post-termination, including data backup responsibilities and the survival of certain provisions.
- The confidentiality clause establishes obligations for the customer to maintain the confidentiality of the supplier's information and outlines exceptions to this rule.
- The dispute resolution clause sets out a structured process for resolving disputes between the parties.
- The clauses are designed to prevent misunderstandings, disputes, and legal issues by providing a comprehensive framework for the business relationship.
- The document emphasises the importance of confidentiality, dispute resolution, and clear termination procedures to maintain a smooth business operation.
- The structured dispute resolution process aims to facilitate amicable resolutions and avoid costly legal proceedings.
- The document reflects best practices in contract drafting to protect the interests of both parties involved.
It is important to note that this document is a template and should be customised to fit the specific needs and circumstances of the parties- for more information please read our Templates Guide.
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Publisher’s Notice:
Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document.
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