Support Maintenance and Support Agreement


This Software Maintenance Agreement is between Today Systems, Inc., 716 Figueroa St., Folsom, CA 95630, USA (“Today”) and ______________________________________ (“Licensee”). Effective as of ___________, the parties agree as follows:

  1. General. Today shall provide to Licensee during the term of this Agreement the support services described below for BuildProfessional (“BuildPro”) Vxxx, plus any generally released error corrections and minor functional enhancements to them (“Maintenance Updates”) and all major enhancements (“New Releases”).
  2. Term. This Agreement shall continue for a period of two years from the effective date listed above and will then optionally renew for an additional one year term, subject to the payment of the specified Software Maintenance fee for that period. Either party may give written notice of termination if there is a material breach of the Agreement by the other. Termination shall occur if the breach is not rectified within 30 days of receipt of such notice.
  3. Charges and Payments. Licensee shall provide Today with a purchase order upon execution of this Agreement specifying the following:
    • Maintenance of up to xx developer licenses and xxx run time licenses for the initial term plus third year option.
    • Maintenance fee of US$ _________ per year, first year due and payable on normal 30 day terms on _________ and second year payable on ________.
    • Third year optional payment would be due and payable on _________, if such option is exercised.
    • Licensee shall be responsible for all local taxes.
  4. Limitations. Only the latest commercial release of the supported software (currently BuildPro Version 8.0xxx) and the immediately prior release are fully supported. Problems with older versions will be accepted if they can be duplicated with the current release and fixes will only be provided for the current release. Support will not be provided for custom modification to the Supported Software made by Licensee. Support will be provided for copies of the Supported Software running on non-supported or non-validated platforms/operating system releases only to the extent that reported problems can be duplicated on supported platforms/releases. Support is only provided for properly licensed copies of the Supported Software and then only to the location, on the equipment, and for the number of users to which that copy was licensed.
  5. Support Services. Today shall provide access to its support services via email, telephone and fax during its normal local office hours [email requests can be sent 24 hours/day]. Electronic copies of any relevant materials will be provided to Licensee as available.
  6. Problem Management. Licensee may submit to Today any technical problems that Licensee encounters in the installation, configuration, and operation of the Supported Software. Licensee shall supply complete problem and configuration details as specified on the Today Support Request form, plus any additional information subsequently requested by Today. Today will attempt to determine the root cause of the problem once sufficient information is received from Licensee. All available information about the problem will be provided to Licensee once the cause has been determined. This will include any available workaround or temporary fix, information about a subsequent release in which the problem has been fixed, or an estimate of when a fix may be incorporated in a future release. Today will decide how problems are categorized. Each problem will be processed as indicated below. All time estimates are average response figures and do not apply to any single request:
    • Critical. Causes a system or process halt, loses or corrupts data, or renders a significant portion of the Supported Software unusable, any of which cannot be avoided during normal usage. Initial response within four business hours; all reasonable, continuous efforts will be made until a workaround or temporary fix is provided, if possible, or a permanent fix is assigned to the next maintenance release.
    • High. Causes a system/process halt, loses/corrupts data, or renders a significant portion of the Supported Software unusable, any of which can be avoided during normal use. Initial response within eight business hours; reasonable efforts will be made to provide a workaround within three days, if available, or a fix will be considered for the next maintenance release.
    • Medium. Causes a significant deviation from published documentation or significant usability problems. Initial response within three business days; workaround not applicable. A fix will be considered for a subsequent maintenance release.
    • Low. Minor deviation from published documentation or significant usability problem not identified above. Initial response within five business days; workaround not applicable. A fix will be considered for a subsequent maintenance release.

    Licensee must provide electronic access to its system(s) when and as requested by Today, whenever needed for problem diagnosis and resolution. Today will make reasonable efforts to answer Licensee questions about product installation, configuration, operation, or documentation. Problem determination, as described above, will take priority over such procedural questions. This Agreement does not provide for support of the hardware, operating system, system utilities, third-party products, or other aspects of the environment which the Supported Software runs. Support Services also do not include the development of custom configurations, including peripheral device definitions, application design, training, development, or data recovery.

  7. Consulting Services. Today may provide technical consulting services, at Licensee’s option, and at the then current rate, plus reasonable travel expenses. Such services may include installation assistance, application design, custom configuration, and network configuration. Nothing in this Agreement shall require Today to incur any travel expenses. Today shall be the sole owner of any software developed by its personnel while providing such services. Today will extend a royalty free, non-transferable license to Licensee for internal use of such software under this Agreement.
  8. Problem Escalation. Problems not resolved on a timely basis may be escalated as follows:
    • Today Support Engineer
    • Today Support Manager
    • Today General Manager
  9. Licensee Personnel. Licensee shall designate one primary and one secondary individual from its staff who are the only persons allowed to directly access support services. These contacts will have a thorough working knowledge of the Supported Software and of the environment in which it runs.
  10. Maintenance Updates. Today periodically issues releases of the Supported Software which contain significant new functionality (“New Releases”) and other releases which contain minor functional changes, problem fixes, and error corrections (“Maintenance Updates”). The status of each release is defined by Today. Today will notify Licensee when each release becomes generally available. One master copy or online access will be provided at Licensee request, under terms of Licensee License Agreement.
  11. Protection of Intellectual Property. Licensee shall use all software, data, and documentation made available to it by Today only for the purpose of, and in accordance with, the terms of this Agreement and any applicable license agreement. Licensee may not transfer any software, documentation, or any other material provided to it by Today under this Agreement to a third-party. Licensee hereby acknowledges that Today owns, controls, or has appropriate licenses to all rights, title, and interest in the Supported Software throughout the world and that Licensee shall take all necessary steps to cooperate with Today to protect the rights of Today and its suppliers to the Supported Software, including promptly informing Today of any unauthorized use of the Supported Software. Licensee shall not reverse engineer, disassemble, reverse translate, or in any way decode any part of the Supported Software to derive source code, or to engage, assist, or encourage any third-party to do so.
  12. Confidentiality. Licensee agrees that the Supported Software and related materials are valuable proprietary materials and Licensee agrees that it will use these and other information marked by Today as confidential for the purpose of and subject to the provisions of this Agreement. Licensee agrees to protect the confidentiality of the Supported Software and confidential information with the same degree of care that it takes to protect its own confidential information.
  13. Warranties. All Supported Software is provided subject to a license and limited warranty, the terms and conditions of which are delivered with the Supported Software. Today does not guarantee service results or warrant that the functions contained in the Supported Software will meet Licensee’s requirements, that the operation of the Supported Software will be uninterrupted or error-free, or that each defect or software problem in the Supported Software will be fixable. Nothing herein requires Today to make fixes or otherwise modify the software upon Licensee’s request. Today does not guarantee when or whether maintenance releases of the Supported Software may be developed or made commercially available.


  14. Limitation of Liability. Today’s liability and Licensee’s sole remedy for any damage caused under any legal theory is limited to a pro-rated refund or credit for the fees that Licensee has actually paid or owes under this Agreement. Licensee acknowledges that this is reasonable given the type of services provided and the fees payable hereunder.


  15. Miscellaneous. This is the full and final Agreement between Today and Licensee and supersedes and cancels all prior or contemporaneous agreements, promises, representations, warranties, conditions relating to this subject. Pre-printed terms on Licensee’s purchase order or other business form do not apply. Any change to this Agreement must be agreed in writing between Today and Licensee. Licensee may not assign this Agreement without prior written consent, but such consent shall not be unreasonably withheld. The parties recognize that pursuant to this Agreement, they are independent contractors to each other. Any delay or waiver by either party of any right under this Agreement will not constitute a delay or waiver of the right thereafter. The Agreement shall be construed without such provision in the event that any provision in it is held to be unenforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA.
  16. Notices. Any notice required under this Ageement must be in written form and delivered via certifiable means [mail, email, etc.] to the parties and addresses [or their successors] shown.

Accepted and approved:

Today Systems, Inc.:
Name Name
Title Title
Email Address
Email Address
___________________ ___________________
Signature Signature


Date Date