Software Maintenance Contract (Pro-Supplier)

The Software Maintenance Contract (Pro-Supplier) under UK law is a legally binding document that sets out the terms and conditions between a software supplier or vendor and their client or customer regarding the maintenance and support of software products. This contract establishes a formal agreement governing the ongoing provision of software maintenance services and aims to protect both parties' interests.

The template covers various essential elements, including:

1. Parties involved: Clearly identifies the supplier and client, including their legal names, addresses, and contact details.

2. Scope of services: Defines the precise nature and extent of software maintenance to be provided, outlining the applications, modules, or specific software products covered by the contract.

3. Service levels and response times: Clearly specifies the level of services to be rendered, such as bug fixes, updates, patches, support channels, and expected response times for addressing software issues.

4. Term and termination: Defines the contract's duration, start and end dates, renewal options, and provisions for terminating the agreement, including breach of contract, non-payment, or other valid reasons.

5. Payment and fees: Outlines the payment terms, including cost, frequency, and method of payment for the software maintenance services. It may also include provisions for any additional charges, such as travel expenses or specific customization requests.

6. Intellectual property: Addresses the ownership and intellectual property rights associated with the software product, ensuring that the supplier retains their rights while granting the client a license to use the software during the contract term.

7. Confidentiality: Includes provisions to protect the confidentiality of the software's proprietary information, ensuring that both parties maintain strict confidentiality and restrict access to sensitive data.

8. Liability and warranty: Sets out the limitations of liability for each party, clarifying that the supplier won't be responsible for any damages caused by the software or loss of data, excluding situations of gross negligence or willful misconduct.

9. Dispute resolution: Establishes mechanisms for resolving disputes, such as negotiation, mediation, or arbitration, before resorting to litigation.

10. Governing law and jurisdiction: States that the contract is governed by UK law and specifies the jurisdiction for any legal proceedings or disputes arising from the agreement.

It is essential for both the software supplier and the client to review, understand, and customize the template to accurately reflect their specific needs and requirements. Consulting with legal professionals is recommended to ensure compliance with UK laws and to address any unique circumstances.