Sample Software Support and Maintenance Agreement

An agreement made between Recital Corporation (Recital) and **** the licensee for the provision of software support and maintenance for Recital software (as specified) where Recital will provide software support and maintenance based on the terms and conditions set out below.

1. Software Support and Maintenance to be provided

1. Support:
   Advice and assistance through telephone support available during normal working hours (09:00 to 17:30 hours) Monday to Friday excluding statutory holidays.
   
   Support is available from our main locations in the US and the UK providing coverage from 09:00 to 22.30 GMT.  Local support may also be available from your local distributor.
   
   This support is provided to the Licensee on a "best efforts" basis, and may include suggestions for short term "work around" solutions, and/or the provision of modifications to the software or documentation as deemed appropriate by Recital.
   
   Registered users with a valid support agreement are also provided with access to Recital's web site support section.
   
2. Maintenance:
   Program upgrades to the software and documentation licensed under the Software License Agreement will be furnished on request or when released by Recital.
   
   Recital's policy is to utilise the Internet for software distribution. Users requiring media will be responsible for both media and shipping costs.
   Software Upgrades and patch releases to all versions of Recital are made available on Recital’s Web Site at no cost, other than as described above, to users with a current Support and Maintenance Agreement.

2. Licensee Obligations

1. All materials supplied under this agreement are supplied under the same terms and conditions as contained in Recital's Software License and are to be used for the sole purpose of upgrading existing systems for which the Licensee has a valid Support Agreement.

3. Duration and Consideration

1. The duration of this agreement shall be for a period of twelve months from the date agreed at time of purchase. Unless notified otherwise, Recital will automatically extend the agreement every year for a further year invoicing the Licensee accordingly.  In the event of a revised fee Recital will inform the Licensee not less than thirty (30) days before renewal is due.

2. This agreement may be terminated by the Licensee subject to the following provisions. Licensee must notify Recital of intention not to renew no less than thirty (30) days before the annual renewal date.

3. If the Licensee fails to remit charges due to Recital by the due date Recital's obligations to the Licensee under the terms of this Agreement cease immediately.

4. If this Agreement lapses, as in 3.c. above, Recital reserves the right to charge a fee for the reinstatement of the Agreement.  The fee for this will be; payment of all overdue maintenance, an additional charge based on 25% of the current list price.

4. Limitation of Liability

In no event will Recital Corporation be liable for any damages, including lost profits, or any other direct, indirect, incidental or consequential damages, arising from the use of, or the inability to use, the software.

5. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations for causes beyond its reasonable control.

6. Governing Law

This agreement will be governed by the Laws of the Commonwealth of Massachusetts in the US and Laws of England in the UK.

7. Correspondence

Any materials or communications sent to the Licensee by Recital under this agreement will be sent by first class letter post, Internet Email or facsimile unless the Licensee requests and pays for express delivery by courier or other means that they may elect to use.