US Maintenance and Support Agreement template

Overview

A maintenance and support agreement governs the ongoing upkeep of software, a website, or an IT system after initial delivery, typically as a follow-on to a development or licensing engagement. There is no dedicated federal statute governing maintenance contracts in the United States; the agreement is a services contract under state common law, and its enforceability and interpretation depend on the governing state chosen. The commercially important terms are service levels — response times, resolution times, and uptime commitments — and how failures to meet them are remedied. Unlike some EU jurisdictions with statutory default warranty periods for defective software, US law generally leaves service levels entirely to contract; there is no default statutory floor, so a maintenance agreement that is silent on remedies for missed service levels leaves the client with only a general breach-of-contract claim, which is a weaker and slower remedy than a specified service credit. When to use it: after a software build, website launch, or system implementation, to formalize ongoing bug fixes, updates, and support beyond any initial warranty period. Parties: the client (who owns or licenses the software/system) and the service provider (who performs maintenance and support, often but not always the original developer). Key clauses: scope of maintenance (bug fixes, security patches, minor updates — distinguished from new feature development, which is usually out of scope and billed separately); support channels and hours of coverage; service level targets (response time by severity level, resolution time targets, and any uptime commitment); service credits or other remedies for missed service levels; fees, typically a recurring maintenance fee as a percentage of the original license or development fee, or a fixed periodic retainer; term and renewal; escalation procedures; exclusions (damage from client misuse, unauthorized modifications, or third-party integrations); data backup responsibilities; and termination, including transition assistance obligations if the client moves to a new provider. Pitfalls to avoid: leaving service levels undefined or aspirational ("commercially reasonable efforts") without a specific numeric target and a defined remedy for missing it, which in practice makes the service-level promise unenforceable in any concrete way; failing to distinguish maintenance (included) from new development (billed separately), a frequent source of scope disputes; and omitting a data backup and disaster-recovery allocation of responsibility, since US law imposes no default obligation on a maintenance provider to back up client data absent an explicit contractual commitment.

Information to customize

• Client's legal name

• Client's address

• Service provider's legal name

• Service provider's address

• Description of the software/system covered

• Scope of maintenance services

• Support hours of coverage

• Response time targets by severity level

• Resolution time targets by severity level

• Service credit or remedy for missed targets

• Maintenance fees and payment schedule

• Initial term and renewal period

• Governing state law

• Date of signature

Customize your template

Frequently asked questions

Does US law set minimum service levels for software maintenance?

No. Unlike some other jurisdictions, US law imposes no statutory floor for maintenance response or resolution times. Service levels exist only to the extent the contract specifies them, so vague language like "commercially reasonable efforts" without numeric targets is effectively unenforceable as a concrete commitment.

Is new feature development included in a maintenance agreement?

Typically not. Maintenance agreements generally cover bug fixes, security patches, and minor updates; new feature development is usually out of scope and billed separately under a change order or a new statement of work.

Who is responsible for backing up our data?

Absent an explicit clause, the maintenance provider has no default obligation to back up client data under US law. If backups are expected, the agreement must say so explicitly.

What happens if the provider misses its response time targets?

Only what the contract specifies. Without a defined service credit or other remedy, a missed target is treated as a general breach of contract, which is a slower and less certain remedy than a pre-agreed service credit.

What happens to support if we switch providers?

The agreement should specify a transition assistance period during which the outgoing provider helps hand off knowledge and access to the new provider or the client's internal team.

Related templates