MAINTENANCE AGREEMENTS (FOR VENDORS PROVIDING SOFTWARE MAINTENANCE)

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

The parties agree as follows:

1. TERM.  The term of this Agreement expires on [_____________]. Any additional extension of this Agreement will be by mutual agreement in writing.

2. FEES.

(a) Form of Payment: Customer shall remit to Contractor, contemporaneous with the execution of this Agreement, an initial payment of $[_____________]. Customer shall additionally pay Contractor a monthly fee equal to $[_____________]. Payments made to Contractor shall be in United States Dollars.

(b) Taxes: All taxes in connection with this Agreement including foreign or domestic sales, use, personal property, excise, or other similar taxes, duties, and charges shall be paid by Customer.

(c) Time of Payment: Each payment for a particular calendar month shall be due no later than the (20) day of the subsequent calendar month.

3. TECHNICAL SUPPORT SERVICES.

(a) The Contractor shall provide maintenance and support of the software titles listed on Schedule A below (the "Software").

(b) The parties agree that all future enhancements to the Software, including any new revisions, versions, updates to, or any other non-customized development work regarding the Software (which the Customer may accept or decline) shall be provided to the Customer during the term of this Agreement at no additional cost.

(c) Except for the Charges set forth above, there shall be no additional fees payable by the Customer to the Contractor for technical support services pursuant to this Agreement, unless the parties agree to the contrary in writing.

(d) Customer and Contractor Responsibilities:

i. The Customer agrees to notify the Contractor in writing (including by email) or telephone promptly following the discovery of any error where the Software fails to function in accord with its then current documentation and specifications (an "Error"). Further, upon discovery of such an Error, Customer agrees, if requested by the Contractor, to submit to the Contractor a list of output and any other data that the Contractor may reasonably require to reproduce the Error (to the extent reasonably available to the Customer) and the operating conditions under which the Error occurred or was discovered.

ii. If required by the Customer, the Contractor product managers and engineers will host free Web-based training seminars covering a variety of topics to facilitate the use of the Software. These seminars will be broadcast on a periodic basis, provided, however, that the Contractor is under no obligation to provide them on any specific schedule.

iii. Any software, modules, or other methods of communication developed by the Contractor in performing duties under this Agreement shall be kept secure from access by the unauthorized third parties.

(e) Error Corrections. During the term of this Agreement, the Contractor shall use commercially reasonable efforts to provide Error corrections for Errors in the Software reported by Customer to the Contractor.

(f) Revisions. During the term of this Agreement, the Contractor shall make available to Customer any Revisions of the Software or Documentation at no extra charge, subject to limitations explicitly set forth in this Agreement. The Contractor will make such available to the Customer when the Contractor makes such Revisions generally available to its other customers.

(g) Limitations. The Contractor shall have no obligation under this Agreement to correct Errors which result from the breach by Customer of this Agreement, or which cannot be remedied due to any modifications of the Software made by Customer or any third party without authorization from the Contractor. If the Contractor agrees to remedy any errors or problems not covered by the terms of this Agreement, Customer shall pay the Contractor for all such work performed at the Contractor's then-current standard rates. Customer acknowledges that the Contractor is under no obligation to perform services with respect to any hardware or any software which is not the Software.

4. 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: ________________________________

[Insert list of Software titles covered by this Agreement]