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The Software License And Maintenance Agreement is a critical document used when a software provider wishes to license their software and provide ongoing maintenance services to a customer in New Zealand. This agreement combines both the licensing and maintenance aspects to provide a unified contractual framework. It becomes necessary when organizations need to formalize their software acquisition and support arrangements, ensuring compliance with New Zealand legislation including the Copyright Act 1994, Contract and Commercial Law Act 2017, and Privacy Act 2020. The document typically covers license grants, usage restrictions, maintenance services, service levels, fees, intellectual property rights, warranties, and liability provisions. It's particularly important for business-critical software implementations where ongoing support and maintenance are essential for the customer's operations.

1. Parties: Identifies and defines the parties to the agreement - the Licensor (software provider) and Licensee (customer)

2. Background: Sets out the context of the agreement, including brief description of the software and the parties' intention to enter into a licensing and maintenance arrangement

3. Definitions: Defines key terms used throughout the agreement including Software, Documentation, Maintenance Services, License Fees, etc.

4. Grant of License: Specifies the type, scope, and terms of the software license being granted

5. License Restrictions: Details specific restrictions on use of the software, including prohibited actions and usage limitations

6. License Fees and Payment: Outlines the fee structure, payment terms, and consequences of non-payment

7. Maintenance Services: Details the maintenance and support services provided, including updates, upgrades, and technical support

8. Service Levels: Specifies the service levels for maintenance and support, including response times and resolution targets

9. Intellectual Property Rights: Confirms ownership of IP rights and protects the licensor's intellectual property

10. Confidentiality: Protects confidential information exchanged between the parties

11. Warranties: Sets out warranties provided for the software and services

12. Liability and Indemnification: Defines liability limitations and indemnification obligations

13. Term and Termination: Specifies the duration of the agreement and circumstances for termination

14. Post-Termination Obligations: Outlines obligations of parties after agreement termination

15. General Provisions: Contains standard boilerplate clauses including governing law, dispute resolution, etc.