MAINTENANCE AGREEMENT CONTRACT (FOR SOFTWARE RESPONSE TIMES, SUPPORT AND SEVERITY LEVELS)

THIS MAINTENANCE CONTRACT ("Agreement"), dated as of [_____________], is between [_____________], a [_____________] corporation with an address at [_____________] ("Customer") and [_____________], a [_____________] corporation with an address at [_____________] ("Contractor").

The parties agree as follows:

1. Services. Provided Customer has paid all maintenance fees due, Contractor will provide maintenance and support services ("Maintenance Services") for the following software ("Software"):

[_____________]

There shall be no fee to Customer for Maintenance Services for a copy of Software until expiration of the Software warranty period applicable to such copy of the Software. If Customer discontinues the purchase of Maintenance Services, Customer may resume Maintenance Services only with Contractor's consent (in its discretion) and upon the payment of all fees that would have been due for Maintenance Services during the period of discontinuation in addition to the fees for the prospective reinstatement of Maintenance Services.

2. Error Correction. Contractor will notify Customer of material programming errors in the Software or related documentation of which Contractor becomes aware. Upon identification of any programming error, Customer shall notify Contractor of such error, the claimed Severity Level, and whether Customer reasonably believes that the error is resulting in a Systemic Error Condition. With such notice, Customer shall provide Contractor with information sufficient to reproduce the error or to confirm the existence, nature and effect of the error. In each case, Contractor shall take steps as necessary to provide workarounds for and to correct errors in the Software components created by Contractor consistent with this Agreement.

3. Response Times. Contractor will, after the initial notification of problems with the Software components created by Contractor, provide Customer with an action plan for resolution of the error and will provide workarounds and error corrections within the time frames indicated in the chart below for Software components created by Contractor. As to problems with Software components created by third parties, Contractor will use commercially reasonable efforts to have the third party licensor provide an action plan, workarounds and error corrections for such third party software within a commercially reasonable time consistent with the severity of the problem identified using the same response time framework identified below. Contractor's response and resolution obligations are subject to: (i) the prompt and full cooperation of Customer in supporting Contractor's diagnosis and resolution efforts (including, without limitation: the provision of a complete and accurate description of error experienced, the operating conditions when experienced, and other related information; the performance of requested evaluation and diagnostic procedures; and the installation and testing of workarounds and fixes provided by Contractor); (ii) Customer's operating a supported version of the Software as supplied by Contractor, in its unaltered and undamaged form; and (iii) the error condition's not being caused in whole by software or hardware not provided by Contractor.

3.1 "Severity Levels" shall be defined as follows:

(a) "Severity 1" is [_____________]:

(b) "Severity 2" is [_____________]:

(c) "Severity 3" is [_____________];

(d) "Severity 4" is [_____________];

3.2 "Support Levels" shall be defined as follows:

(a) "Level 1" shall mean the acknowledgement by Contractor of the receipt of an error report from Customer. In the case of a Severity 1 event, "Level 1" shall also mean continuous efforts by Contractor technical staff until Level 2 is achieved.

(b) "Level 2" shall mean Contractor's delivery of a patch, workaround, or temporary fix and revised Software documentation to Customer.

(c) "Level 3" shall mean Contractor's delivery of the object code fix, other permanent fix, or enhancement and revised documentation to Customer, provided, however if Contractor provides a patch, workaround or temporary fix that has corrected the error, then the time frames set forth above for a Level 3 response shall be mutually agreed to by Contractor and Customer.

4. Failure to Correct Software Defect. If Contractor is required to, but unable to correct a defect in the Software within the specified time frames for the given severity condition following receipt of notice of the error condition from Customer as required in this Agreement, Contractor shall be deemed to have materially breached this Agreement.

5. Method of Providing Maintenance Services. Contractor shall furnish Customer with a point of contact to enable Customer to notify Contractor of the need for Maintenance Services. Current Documentation applicable to any Software update or upgrade will be provided via electronic download. The parties acknowledge that the Software is designed to allow Updates and Upgrades to the Software to be made remotely. If the Software is unable to allow remote Updates and Upgrades for any reason attributable to Contractor, Contractor shall be responsible for Customer's reasonable cost of physically accessing the Software and manually installing the Software updates and upgrades, provided that Customer gives Contractor at least five (5) business days' prior notice of its intention to manually install the Software updates and upgrades together with the estimated cost thereof, and follows Contractor's reasonable cost mitigation instructions.

6. Support of Prior Versions. Contractor shall provide Maintenance Services to Customer for all Software components created by Contractor for the current and two prior upgrades of all Software; provided, however, that if Contractor provides Customer with a Software upgrade to mitigate or avoid an infringement claim, Contractor shall not be required to provide Maintenance Services for any prior upgrades of such Software.

7. Required Modifications. Contractor shall use commercially reasonable efforts to modify the Software, and each subsequent release of the Software, to make it compatible with new major releases of the operating system on which it is designed to run, as requested by Customer. The parties acknowledge that such modified software shall be provided as part of an Software update or upgrade and shall replace any previous version provided.

8. Technical Support. As part of Maintenance Services, Contractor allows unlimited telephone calls to Contractor's technical support desk during the hours of [_____________] a.m. until [_____________] p.m. [_____________] Time, Monday through Friday except holidays. The calls must be made by the Customer primary contacts designated in writing from time to time by Customer by notice to Contractor.

9. Updates and Upgrades. As part of Maintenance Services, Contractor will provide to Customer updates and upgrades to the Software which are commercially released by Contractor without additional charge to its customers. Contractor shall determine, in its sole discretion, when Software updates and upgrades shall be made available generally for commercial release.

10. Customer's Responsibilities. As a condition precedent to the provision of workarounds and error corrections, Customer will (i) appoint two (2) employees to serve as primary contacts between Customer and Contractor, and will ensure that Customer's support inquiries are initiated and handled through these contacts; (ii) provide Contractor with reasonable access to all necessary personnel to provide information regarding errors or problems reported by Customer; and (iii) provide Contractor with access to Customer's equipment that contains the Software. Customer is responsible for insuring that its designated primary contacts are properly trained in the operation of the Software and qualified to identify and interpret error conditions and to understand and implement Contractor's support information and technical instructions.

11. Exclusions. Contractor shall not be required to provide workarounds or error corrections relating to problems resulting from (i) Customer's failure to implement all updates to the Software which are provided under this Agreement; (ii) any alterations of, or additions to, the Software performed by parties other than Contractor without its consent; or (iii) interconnection of the Software with hardware or software products not recommended by Contractor and not referenced in the Software documentation.

12. Service Level Goals. Contractor and Customer will meet annually to review and discuss service levels under this Agreement and fees for any additional or reduction of Maintenance Services desired by Customer.

13. Fees. The Customer shall pay Contractor an annual fee of $[_____________] as follows: [_____________].

14. General. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors.  The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party.  Except if expressly stated, no third party is a beneficiary of this Agreement. Governing Law and Forum.  All claims regarding this Agreement are governed by and construed in accordance with the laws of [____________], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of law principles, and must be litigated in [____________], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing.  Assignment.  This Agreement binds and inures to the benefit of the parties' successors and assigns. This Agreement is not assignable, delegable, sublicenseable or otherwise transferable by Contractor in whole or in part without the prior written consent of Customer. Any transfer, assignment, delegation or sublicense by Contractor without such consent is invalid. No Waivers, Cumulative Remedies.  A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at law or in equity, are cumulative and nonexclusive.  Severability.  If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions.  Notices.  All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party.  Captions and Plural Terms.  All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement.  Terms defined in the singular have the same meaning in the plural and vice versa.

IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below represents that such person is fully authorized to sign this Agreement on behalf of the applicable party

CUSTOMER

By: __________________________________
Print Name: ___________________________
Title: ________________________________

CONTRACTOR

By: __________________________________
Print Name: ___________________________
Title: ________________________________