Simutest Inc grants a Software Maintenance Agreement
(Maintenance Agreement) to Licensee:
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
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
With this Agreement the following terms shall have the meaning set forth below:
The licensed programs provided by Simutest under the license agreement including:
- The Software specified on the first page hereof together with any updates and modifications as Simutest may from time to time release to Licensee
- All related
material in the machine-readable printed format or other formats
(Documentation) delivered by Simutest to facilitate the use of the Software.
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.
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.
3.1 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:
- Use only the current release of the Software.
- Instruct users that Maintenance Agreement support is limited to personnel trained by Simutest.
- Not alter or modify the software or user documentation in any way.
- Not request or authorize anyone other than Simutest to provide any software maintenance services.
- Cooperate reasonably with Simutest in the diagnosis of any error or defect in the Software.
- 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:
5. Fees and Payment
- An error introduced into the software by alterations made other than by Simutest.
- 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
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
6. Additional Software
Maintenance fees for Software added to this
agreement subsequent to the execution shall be coterminous with the term of
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
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.
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.