Custom Software Maintenance And Support Agreement Template for England and Wales

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Key Requirements PROMPT example:

Custom Software Maintenance And Support Agreement

"I need a Custom Software Maintenance And Support Agreement for our AI analytics platform, where we are the service provider offering 24/7 support with strict SLAs and monthly reporting requirements, starting from March 2025."

Document background
The Custom Software Maintenance And Support Agreement is essential when organizations require ongoing support and maintenance for their bespoke software solutions. This agreement, governed by English and Welsh law, establishes clear parameters for service delivery, including response times, update schedules, and support mechanisms. It's particularly crucial for businesses relying on custom software for critical operations, ensuring continuous functionality and technical support. The agreement addresses key aspects such as service level commitments, fee structures, intellectual property rights, and compliance with UK data protection regulations.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Services Description: Detailed description of maintenance and support services to be provided

5. Service Levels: Performance standards and response times

6. Fees and Payment: Payment terms, rates, and invoicing procedures

7. Term and Termination: Duration of agreement and termination provisions

8. Confidentiality: Provisions for protecting confidential information

9. Data Protection: Compliance with data protection laws and handling of personal data

10. Intellectual Property: Rights and restrictions regarding software and related materials

11. Liability and Indemnification: Limitations of liability and indemnification obligations

12. Force Majeure: Provisions for handling events beyond reasonable control

13. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Change Control: Procedures for managing changes to services or specifications (for complex or long-term maintenance arrangements)

2. Disaster Recovery: Procedures for system recovery and business continuity (for business-critical software systems)

3. Staff Transfer: Provisions relating to TUPE and staff transitions (when maintenance involves transfer of staff)

4. Security Requirements: Specific security measures and compliance requirements (for sensitive systems or regulated industries)

5. Third-Party Software: Provisions relating to maintenance of third-party components (when solution includes third-party software)

Suggested Schedules

1. Service Level Agreement: Detailed metrics and standards for service delivery

2. Fee Schedule: Detailed breakdown of fees and charging structure

3. Software Specification: Technical details of the software being maintained

4. Support Procedures: Detailed procedures for requesting and providing support

5. Escalation Matrix: Contact details and escalation procedures for support issues

6. Data Processing Agreement: Detailed terms for processing personal data under GDPR requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Consumer Rights Act 2015: Primary legislation governing consumer rights in the UK, particularly relevant if the software maintenance agreement is B2C (Business to Consumer). Sets out requirements for service quality, consumer protections, and unfair terms.

Supply of Goods and Services Act 1982: Establishes implied terms in contracts for the supply of services, including requirements that services must be carried out with reasonable care and skill, within a reasonable time, and for reasonable consideration.

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract. Relevant for software maintenance agreements involving multiple parties or subcontractors.

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in software, including modifications and updates made during maintenance. Essential for defining ownership of any developments or improvements.

Computer Misuse Act 1990: Criminalizes unauthorized access to computer systems. Relevant for defining authorized access levels and security obligations in maintenance agreements.

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR. Critical for handling personal data during software maintenance and support activities.

UK GDPR: Post-Brexit data protection regulation defining requirements for processing personal data, including data security and transfer requirements in software maintenance contexts.

Privacy and Electronic Communications Regulations (PECR): Specific rules for privacy in electronic communications, relevant for remote maintenance and support services.

Network and Information Systems Regulations 2018: Sets security requirements for essential services and digital service providers, important for critical software systems maintenance.

Electronic Commerce Regulations 2002: Governs electronic transactions and service provision, including requirements for online service provision and contracts.

Consumer Contracts Regulations 2013: Specifies information requirements and cancellation rights for consumer contracts, particularly relevant for B2C software maintenance agreements.

TUPE Regulations 2006: Protects employees' rights when services transfer between providers, potentially relevant if maintenance services involve staff transfers.

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts, particularly attempts to exclude or limit liability, crucial for maintenance agreement terms.

Electronic Communications Act 2000: Provides legal framework for electronic signatures and communications, relevant for agreement execution and service delivery.

Companies Act 2006: Defines corporate authority requirements for entering into contracts, ensuring valid execution of maintenance agreements by corporate entities.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Custom Software Maintenance And Support Agreement

An English law agreement governing the maintenance and support services for custom software, including service levels and support obligations.

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