make your free software maintenance agreement

this is made effective as of , by and between of , , , and of , , .

. description of services. beginning on , will provide to the services described in the attached exhibit (collectively, the "services").

. access to data and computer. on request, service recipient agrees to provide service provider with printouts of the software or of data in storage that exhibits evidence of a programming error. recipient further agrees to provide service provider with access to service recipients computer and sufficient computer time to enable service provider to duplicate the problem, determine that it results from the software, and, after corrective action or replacement has taken place, determine that the problem has been alleviated.

. proprietary rights. service recipient acknowledges and agrees that corrected or replacement software and associated documentation remain the property of and constitute a trade secret of . service recipient further agrees that corrected or replacement software and associated documentation shall be delivered to service recipient only after service recipient executes a subsequent license agreement with governing its use, unless service provider, at its option, waives this requirement for execution of a subsequent license agreement.

. modifications excluded. service provider shall not be obligated to provide support services pursuant to this contract with respect to any modifications of the software made by service recipient or to any computer program incorporating all or any part of the software. if service provider corrects defects or problems attributable to errors made by service recipient or corrections or modifications made by service recipient, service recipient agrees to pay service provider the service providers then current standard rates for time and material.

. payment. in consideration of the services to be performed by the service provider, the client agrees to compensate the service provider for the services rendered as follows:

payment shall be made to . service provider's fees for the services specified in paragraph 2, above, and for any additional services, will be charged

any additional services not specified in paragraph 2, above, will be charged to client on an hourly rate basis at service provider's standard hourly rate of per hour.

service recipient agrees to pay service provider for all travel and other incidental expenses, including meals, telephone charges, and shipping costs, incurred in connection with service providers performance of its duties under this contract.

in addition to any other right or remedy provided by law, if fails to pay for the services when due, has the option to treat such failure to pay as a material breach of this contract, and may cancel this contract and/or seek legal remedies.

. costs and expenses

in addition to the fees specified above, client will reimburse service provider for any incidental costs and expenses service provider incurs in performing services for client under this contract, including, but not limited to, secretarial and similar charges, telephone calls, photocopying and related expenses, shipping and mailing charges, document filing fees, other government fees, notary fees, and similar expenses. costs and expenses will be billed to client on a basis and will be due and payable within days thereafter.

. taxes. service recipient shall be responsible for all sales or use taxes or any other taxes, fees, or duties imposed by federal, state, local, or other governments or governmental entities on or with respect to the services rendered or property provided by service provider pursuant to this contract.

. term. this contract

. default. the occurrence of any of the following shall constitute a material default under this contract:

. remedies. in addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the contract by providing written notice to the defaulting party. this notice shall describe with sufficient detail the nature of the default. the party receiving such notice shall have days from the effective date of such notice to cure the default(s). unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this contract.

. entire agreement. this contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this contract. this contract supersedes any prior written or oral agreements between the parties.

. notice. any notice or communication required or permitted under this contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

. waiver of contractual right. the failure of either party to enforce any provision of this contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this contract.

. signatories. this agreement shall be signed on behalf of by and on behalf of by and effective as of the date first above written.