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Simutest Inc
4800 Great America Parkway,
Suite 408,
Santa Clara. CA.
USA. 95054
Tel: 408-988-4032
Fax: 408-988-4034
 
 
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Maintenance Agreement

SOFTWARE MAINTENANCE AGREEMENT

License Number: ________________                         Agreement Date: ________________

Simutest Inc grants a Software Maintenance Agreement (Maintenance Agreement) to Licensee:

Name:             ______________________________

Contact:           ______________________________

Address:          ______________________________

Telephone:       ______________________________

With Commencement Date ____________________ for the term ____________________

the following: Software __________________, Program Name ___________________,

Revision Level: _________________ with Serial Number: ________________ installed on

computer (Model): ________________      located at: ___________________________.

This License Agreement is subject to payment of the annual maintenance fee and the following terms and conditions.


1. Duration

This Agreement shall continue for a period of one (1) year from delivery (initial term). This Agreement shall terminate at the expiration of the initial term and can be extended upon payment receipt for subsequent periods.

2. Definitions

With this Agreement the following terms shall have the meaning set forth below:

2.1 Software

The licensed programs provided by Simutest under the license agreement including:

  1. The Software specified on the first page hereof together with any updates and modifications as Simutest may from time to time release to Licensee
  2. All related material in the machine-readable printed format or other formats (Documentation) delivered by Simutest to facilitate the use of the Software.

2.2 Revision(s)

Error/variance corrections of the software as Simutest makes available to its customers under the Maintenance Agreement for proper operation of the Software to its published Documentation.

2.3 Enhancement(s)

Versions of Software which encompass improvements,extensions, and other changes that Simutest at its discretion deem to be logical improvements that add new features to the Software.

3. Maintenance

3.1  Licensee has the right to use the Software as defined in the License Agreement and subject to the terms specified. This Agreement ceases if the License agreement is terminated for whatever reasons.

3.2 Problem Reports.

Licensee is entitled to send error/variance reports on the Software to Simutest. An error/variance report must contain sufficient information normally on computer-readable media for Simutest to reproduce the problem on Simutest premises. All information supplied by the Licensee that is clearly marked as proprietary is subject to Simutest observing complete confidentiality under the terms of this clause.

3.3 Simutest will respond to such error/variance report with a statement indicating:

  • Documentation error
  • Known restrictions
  • User error
  • Known bug
  • Being investigated

An initial response of category 5. be followed by a response in one of the other categories or by a statement that this is a new (previously unknown) restriction.

3.4 Revisions of the Software will be produced periodically and will be issued automatically to all Licensees then under a valid Maintenance Agreement.

3.5 Licensee will be notified of major enhancements.These enhancements will be offered at a reduced fee to those Licensees holding a valid Maintenance Agreement.

3.6 Simutest reserves the right to refuse renewals of all Maintenance Agreements on all versions of the Software which have been replaced by a major enhancement one year after such major enhancement has been released but will enter into a Maintenance Agreement for the enhanced Software.

3.7 All software corrections issued by Simutest is by source modification and release of re-compiled object code.  Under no circumstances will machine code patches be issued.

3.8 Licensee has designated a contact person per site as named on the front page that will submit all reports and receive all corrections, correspondence, and other communications concerning the Software.

4. Sub licensee responsibilities:

4.1 During the period of this agreement Licensee shall:

  1. Use only the current release of the Software.
  2. Instruct users that Maintenance Agreement support is limited to personnel trained by Simutest.
  3. Not alter or modify the software or user documentation in any way.
  4. Not request or authorize anyone other than Simutest to provide any software maintenance services.
  5. Cooperate reasonably with Simutest in the diagnosis of any error or defect in the Software.
  6. Make available to Simutest free of charge all information facilities and services reasonably required by Simutest to enable Simutest to perform the services specified.

4.2 Notwithstanding anything else specified, this Maintenance Agreement may be terminated by Simutest if the Licensee fails to make payment due under the terms of this Agreement or upon termination of the License Agreement. Any termination of this agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force or any provision hereof which is expressly or by implication intended to come into or to continue in force on or after such termination.

4.3 The following services are excluded from this Agreement and Simutest shall have the right to charge Licensee at Simutest's then current rates for any work incurred in response to a Licensee purchase order for maintenance based on:

  1. An error introduced into the software by alterations made other than by Simutest.
  2. Any error condition alleged to exist by the Licensee, that is not subsequently classified according to: 4.1.1, 4.1.2, or 4.1.3 and are subsequently found by Simutest not to exist

5. Fees and Payment

The yearly software maintenance fee shall be payable by the Licensee upon commencement of this agreement and is in addition to the license fee as stated on Exhibit A of the Software License Agreement.

The maintenance fee is applicable to Software installed at the location and on the equipment as specified above. The fee is subject to change in the event the equipment on which the Software is installed is moved or changed. The maintenance fee is exclusive of all governmental duties and taxes

6. Additional Software

Maintenance fees for Software added to this agreement subsequent to the execution shall be coterminous with the term of this agreement.

7. Limitation Of Liability

Simutest will not be liable for any failure or delay in performance due in whole or in part to any cause beyond Simutest's reasonable control. In no event will Simutest be liable for technical or editorial errors or omissions contained herein. Neither party shall be liable for any incidental indirect special or consequential damages or loss of profits or contracts arising out of the performance of any services under this agreement.

8. Assignment

Licensee shall not assign this agreement without prior written approval of Simutest and any attempt to assign any rights duties or obligations without such approval shall be void.

9. Waiver

Waiver of any breach or failure to enforce any term of this agreement shall not be deemed a waiver of any other breach or right to enforce that may hereafter occur.

10. Additional Terms

This Agreement constitutes the entire agreement between Simutest and Licensee with respect to the subject matter hereof and shall be governed by the laws of the State of California. This Agreement may be amended in whole or in part by Simutest and by Licensee provided such amendments is in writing and explicitly states that it is intended as an amendment to the terms and conditions of this Agreement.



Simutest Inc                                                               Licensee:______________________

By: ______________________________                By: ___________________________

Name:                                                                        Name: ________________________

Title:                                                                           Title: _________________________

Date: __________________                                     Date: __________________