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Software Maintenance Contract Template for England and Wales

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Key Requirements PROMPT example:

Software Maintenance Contract

"I need a Software Maintenance Contract for my enterprise software company to provide ongoing maintenance and support services to a large financial institution, including 24/7 support coverage and monthly security updates, starting from March 2025."

Document background
A Software Maintenance Contract is essential for organizations requiring ongoing software support and maintenance services. This agreement, governed by English and Welsh law, establishes the framework for service delivery, including regular updates, bug fixes, technical support, and system improvements. It defines service levels, response times, and maintenance schedules while ensuring compliance with UK legislation, including data protection requirements. The contract is particularly relevant for businesses relying on software systems for their operations and seeking to maintain system reliability and performance.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement, including reference to the software being maintained

3. Definitions: Key terms used throughout the agreement including technical definitions

4. Scope of Services: Detailed description of maintenance services to be provided, including bug fixes, updates, and support

5. Service Levels: Performance standards, response times, and resolution targets

6. Fees and Payment Terms: Pricing, payment schedule, invoicing terms and late payment provisions

7. Term and Termination: Duration of agreement, renewal terms, and termination rights

8. Intellectual Property Rights: IP ownership, licensing terms, and rights related to modifications

9. Data Protection: Compliance with UK GDPR and Data Protection Act 2018

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Force Majeure: Provisions for circumstances beyond reasonable control

13. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Change Control: Procedures for managing changes to services or software

2. Disaster Recovery: Procedures for system recovery and business continuity

3. Training: Terms for provided training services and knowledge transfer

4. Security Requirements: Specific security standards and compliance requirements

5. Acceptance Testing: Procedures for testing and accepting maintenance updates

Suggested Schedules

1. Schedule 1 - Service Level Agreement (SLA): Detailed service levels, performance metrics, and response times

2. Schedule 2 - Pricing Schedule: Detailed breakdown of fees, charges, and payment terms

3. Schedule 3 - Software Specification: Technical details of maintained software and system requirements

4. Schedule 4 - Support Procedures: Detailed support processes, escalation procedures, and contact protocols

5. Schedule 5 - Key Personnel: Contact details and roles of key personnel from both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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 contracts, providing key rights and remedies for consumers in relation to digital content and services

Supply of Goods and Services Act 1982: Establishes implied terms in contracts for the supply of goods and services, including requirements for reasonable care and skill

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, determining which terms may be unfair or unenforceable

Contracts (Rights of Third Parties) Act 1999: Governs when third parties may enforce terms of a contract to which they are not a direct party

Late Payment of Commercial Debts (Interest) Act 1998: Provides for statutory interest on late payments in commercial transactions

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection framework governing the processing of personal data in the UK

Data Protection Act 2018: The UK's implementation of data protection law, working alongside UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, including electronic marketing and cookies

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in software and related documentation

Trade Marks Act 1994: Governs the protection and use of trademarks which may be relevant to software branding

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic commerce and provides requirements for online business operations

Electronic Communications Act 2000: Provides legal framework for electronic signatures and electronic communications

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices between traders and consumers

Consumer Contracts Regulations 2013: Specifies information requirements and cancellation rights for consumer contracts

Competition Act 1998: Prohibits anti-competitive behavior and abuse of dominant market position

Enterprise Act 2002: Provides framework for market investigations and consumer protection enforcement

Network and Information Systems Regulations 2018: Sets security requirements for essential services and digital service providers

Common Law Principles: Established case law principles regarding contract formation, interpretation, and enforcement

ISO 27001: International standard for information security management, often referenced in software maintenance contracts

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

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