Agreement for software maintenance. Software technical support contract Software technical support contract
1. Terms of the program maintenance agreement
1.1. Products- software provided under the License Agreement No. __ dated "__" ___________ 201_.
Direct linking of the software maintenance agreement with the license agreement is necessary for the following reasons:
1) the serviced software is specified;
2) in fact, technical support services are sold in conjunction with a license, however, they are separated from the license agreement, since they are additional and not mandatory. Nevertheless, both parties are interested in the joint execution of these agreements. The termination of one of them may naturally lead to the termination of the other.
3) technical support services are subject to VAT, so their cost is usually allocated from the license fee, which is exempt from VAT on the basis of clause 26, clause 2, article 149 of the Tax Code of the Russian Federation.
1.2. Technical support- services provided for setting up, maintaining, adapting and modifying the Products or eliminating errors in them, as well as providing updates and additional software modules, other actions provided for in Section 2 of this Agreement.
Of course, this is not a complete list of services that can be provided as part of the maintenance of software products.
1.3. Error- a defect in the Product code, as a result of which this Product is not able to work in accordance with the functionality specified in the technical documentation provided for it, except for the cases: (1) the Customer violates the rules for operating the Products in accordance with the requirements of the technical documentation provided for them; (2) use of the Products on equipment or in conjunction with software not recommended by the Contractor.
Since technical support software, as a rule, is provided by the person who provided the software products to the customer under a license agreement, he is responsible for their performance for a certain period. Therefore, it is necessary to distinguish between works in connection with the guarantee of software performance provided under a license agreement from works caused by omissions of the licensee-customer. The latest works can also be accepted by the executor, but without responsibility for the performance of the software being serviced if it is impossible to eliminate the error.
2. Subject of the software technical support agreement
2.1. The Contractor undertakes to provide Technical Support services at the request of the Customer, and the Customer undertakes to accept and pay for the services provided by the Contractor.
In the case of the provision of one-time services for the installation and configuration of programs purchased under a license agreement. Usually the Software Implementation Agreement is used. The considered sample of the contract for technical support of software products has a wider application, and therefore is of a framework nature.
2.3. The Parties agreed on the possibility of providing Technical Support services in the following scope and composition:
- installation of the Products on the Customer's equipment;
- setting up the Products on the Customer's equipment, including their adaptation;
- modification of the Products on a separate order;
- providing release updates to the Products;
- elimination of errors in the Products;
- advising on the use of the Products.
Here is a general list of services that can be provided by the contractor. Specification of service parameters is carried out at the level of approval of applications in accordance with the procedures adopted by the contractor.
2.3. Services under the Agreement are provided in accordance with the Service Level Agreement (SLA), which is an integral part of this Agreement.
The Service Level Agreement (SLA) reflects service standards, including the procedure for interaction between the parties, including the acceptance by the contractor of applications for services, the provision by the customer of the necessary information, categories of possible problems, time to eliminate errors, methods of fixing the actions of the parties.
CONTRACT
Ufa "___" ___________ 2013
2.1.4. Within 10 days from the date of conclusion of this Agreement, submit to the Customer for approval a list of the Contractor's employees involved in the provision of services. The Contractor undertakes to notify the Customer in advance of upcoming changes in the composition of employees involved in the provision of services under this Agreement, and to make appropriate changes only upon agreement with the Customer.
2.2. The performer has the right:
2.2.1. In case of non-fulfillment by the Customer of the obligations stipulated by clauses 2.3.2 - 2.3.4 of this Agreement, suspend the provision of services provided for by this Agreement.
2.2.2. Engage third parties in the provision of services under this Agreement with the consent of the Customer. The Contractor shall be liable to the Customer for the consequences of non-fulfillment or improper fulfillment of obligations by third parties involved.
2.3. The customer is obliged:
2.3.1. Timely pay for the services of the Contractor under this Agreement.
2.3.2. To provide the necessary technical conditions for their provision by the beginning of the provision of services.
2.3.3. Provide, in accordance with the requirements of the access control of the Customer, the access of the Contractor's employees to information systems, computer equipment, peripheral equipment and software of the Customer. Access to the Customer's server rooms is provided to the Contractor's employees included in the list agreed with the Customer.
2.3.4. Ensure that the Customer's employees comply with the operating rules information systems, computer equipment, peripheral equipment and software, accompanied by the Contractor.
2.4. The customer has the right:
2.4.1. To exercise control over the performance by the contractor's employees of their duties under this Agreement, including with the use of tools.
2.4.2. In case of non-provision or poor-quality provision by the Contractor of the services provided for by this Agreement, the Customer informs him of this in writing in order to take the necessary measures. If, within five days from the date of receipt of information about the violations identified by the Customer, the Contractor does not take measures to eliminate them, the Customer has the right to refuse to execute this Agreement.
3. TERMS AND CONDITIONS OF PAYMENTS
3.1. All payments under this Agreement shall be made in Russian rubles according to the bank details of the Parties specified in this Agreement, unless other details are specified in the invoice for payment.
3.2. Payment is made according to the payment schedule on a quarterly basis upon the provision of services within 25 banking days from the date of receipt by the Customer of the invoice issued by the Contractor on the basis of the Service Acceptance Certificates signed by the Parties.
3.3. Primary accounting documents drawn up in pursuance of the obligations of the Parties under this Agreement must comply with the requirements of the current legislation.
The Parties have the right not to accept for consideration and execution documents drawn up in fulfillment of the obligations of the Parties under this Agreement that do not meet the requirements of this clause.
The original documents drawn up in pursuance of the obligations of the Parties under this Agreement (invoices, invoices, service acceptance certificates, waybills) submitted to the Customer must be sent to the address: Russian Federation, Ufa, st. Bekhtereva d.3/1.
3.4. The contact persons of the Parties under this Agreement are:
from the Customer - ____________________, tel. ___________________.
from the Contractor - ____________________, tel. ___________________.
4. Order of delivery-ACCEPTANCE of SERVICES
4.1. Acceptance of the services rendered is carried out by signing by the Parties of the Service Acceptance Certificates.
4.2. At the end of each quarter, the Contractor shall transfer to the Customer the Service Acceptance Certificate signed on its part and an information report no later than the 01 (first) day of the month following the reporting one. The Customer is obliged to sign within 5 (five) calendar days from the date of receipt the Certificate provided by the Contractor or, if there are comments on the services provided, provide a reasoned refusal to sign it, indicating the comments that must be eliminated.
4.3. Simultaneously with the transfer to the Customer of the Service Acceptance Certificate in accordance with clause 4.2 of this Agreement, the Contractor undertakes to transfer to the Customer an invoice drawn up in accordance with the procedure established by the legislation of the Russian Federation.
4.4. The Contractor, having received the Customer's reasoned refusal to sign the Service Acceptance Certificate, is obliged to eliminate the deficiencies, after which the Customer reconsiders and accepts the services for the corresponding reporting period.
4.5. If, after the elimination of deficiencies and re-acceptance of the services, they do not comply with the requirements of the Agreement and are not accepted by the Customer, the latter has the right to refuse to execute this Agreement and require the Contractor to compensate for the losses caused.
5. RESPONSIBILITIES OF THE PARTIES
5.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.
5.2. The Contractor is responsible for the safety of materials, equipment or other property transferred to him for the provision of services under this Agreement, necessary for the proper performance of obligations.
5.3. Collection of any penalties, penalties, fines, interest provided for by the legislation of the Russian Federation and/or this Agreement for violation of any obligation arising from this Agreement does not relieve the Parties from the performance of such an obligation in kind.
5.4. In the event that the Contractor violates the deadlines for providing documents for payment for the services rendered, provided for in clauses 4.2-4.3 of this Agreement, the Customer has the right to recover from the Contractor a penalty in the form of a penalty for each day of delay in the amount of 0.1% of the cost of services specified in the untimely submitted act of delivery and acceptance of services or invoice.
5.5. In case of failure to provide, poor-quality provision of services by the Contractor under this Agreement, the Customer has the right to demand payment of a fine in the amount of 0.1% of the cost of not provided / poor-quality services for each day of delay in the provision of services .
6. TERM OF THE CONTRACT
6.1. This Agreement is effective from the moment of its signing by both Parties and is valid for one year, and in terms of payments - until the Parties fully fulfill their obligations under this Agreement.
7. FORCE MAJOR
7.1. The Parties shall not be liable for failure to fulfill any of their obligations if they prove that such failure was caused by Force Majeure, i.e. events or circumstances that are really beyond the control of such Party, that occurred after the conclusion of this Agreement, and are of an unforeseen and unavoidable nature . Force majeure circumstances include, in particular, fires, floods, earthquakes, hostilities, etc. and their consequences, as well as prohibitive measures government agencies if these circumstances directly affected the execution of this Agreement.
7.2. The time required by the Parties to fulfill their obligations under this Agreement will be extended for any period during which the execution was delayed due to the listed circumstances.
7.3. If the force majeure circumstances last for more than 30 (thirty) days, either party has the right to terminate this Agreement upon written notification of the other party.
7.4. Despite the onset of force majeure, before termination of this Agreement due to force majeure, the Parties shall make final mutual settlements.
7.5. The Party, for which it became impossible to fulfill obligations under this Agreement due to the occurrence of force majeure circumstances, must immediately inform the other Party in writing about the occurrence of the above circumstances, and within 30 days provide the other Party with confirmation of force majeure circumstances. Such confirmation will be a certificate or other relevant document issued by the Chamber of Commerce and Industry or another organization (body) performing similar functions located at the place of occurrence of force majeure.
8. PRIVACY
8.1. For the purposes of this Agreement, the term "Confidential Information" means any information under this Agreement that has actual or potential value due to its unknown to third parties, is not intended for wide distribution and / or use by an unlimited number of persons, and meets the requirements of the current legislation.
8.2. The Parties undertake to preserve Confidential Information and take all necessary measures to protect it, including in the event of reorganization or liquidation of the Parties. The Parties hereby agree that they will not disclose or allow the Disclosure of Confidential Information to any third party without prior written consent the other Party, except in cases of inadvertent and / or forced disclosure of Confidential Information due to force majeure circumstances or due to the requirements of applicable law Russian Federation, decisions of a court of relevant jurisdiction that have entered into force or legal requirements of the competent state authorities and administration, provided that in the event of any such disclosure (a) the Party will notify the other Party in advance of the occurrence of the relevant event, which is associated with the need to disclose Confidential Information, as well as the terms and conditions of such disclosure; and (b) the Party will disclose only that part of the Confidential Information, the disclosure of which is necessary due to the application of the provisions of the current legislation of the Russian Federation, the decisions of the courts of the relevant jurisdiction that have entered into force, or the legal requirements of the competent state authorities and administration.
8.3. The relevant Party to this Agreement is responsible for the actions (inaction) of its employees and other persons who have gained access to the Confidential Information.
8.4. For the purposes of this Agreement, "Disclosure of Confidential Information" means actions of the other Party not authorized by the relevant Party, as a result of which any third parties gain access and the opportunity to familiarize themselves with the Confidential Information. Disclosure of Confidential Information is also recognized as the inaction of the relevant Party, expressed in the failure to provide an adequate level of protection of Confidential Information and resulting in access to such information by any third parties.
8.5. The relevant Party shall be liable for losses that may be caused to the Customer as a result of disclosure of Confidential Information or unauthorized use of Confidential Information in violation of the terms of this article, except for the cases of disclosure of Confidential Information provided for in this article.
8.6. The transfer of Confidential Information is documented in a protocol, which is signed by authorized persons of the Parties.
8.7. Transfer of Confidential Information via open channels of telephone and facsimile communication, as well as using the Internet without taking appropriate protection measures that satisfy both Parties, is prohibited.
9. ANTI-CORRUPTION CONDITIONS
9.1. In the performance of their obligations under this Agreement, the Parties, their affiliates, employees or intermediaries do not pay, offer to pay or allow the payment of any money or valuables, directly or indirectly, to any person, to influence the actions or decisions of these persons in order to obtain any improper advantage or other improper purpose.
9.2. When fulfilling their obligations under this Agreement, the Parties, their affiliates, employees or intermediaries do not carry out actions qualified by the applicable law for the purposes of this Agreement as giving / receiving a bribe, commercial bribery, as well as actions that violate the requirements of applicable law and international acts on countering the legalization (laundering) of proceeds from crime.
9.3. Each of the Parties to this Agreement refuses to stimulate in any way the employees of the other Party, including by providing sums of money, gifts, gratuitous performance of works (services) in their address and in other ways not specified in this paragraph, making the employee dependent and aimed at ensuring that this employee performs any actions in favor of the Party stimulating him.
Under the actions of the employee, carried out in favor of the Party stimulating him, are understood:
§ provision of unjustified advantages over other counterparties;
§ provision of any guarantees;
§ speeding up existing procedures;
in Branch No. 2 of the Moscow GTU of the Bank of Russia
By customer:
CEO
UfaNIPIneft"
______________ //
From the Artist:
CEO
Systems"
_____________ //
Application
No. ________________ dated "___" ___________ 2013
Agreement on the quality of technical support services provided
1.
RMS petrophysical modeling |
|
RMS indicator simulation |
|
TempestMORE (Black Oil & EOS) |
|
2. The list and procedure for the provision of services:
2.1. In accordance with the terms of clause 1.1 of the Agreement, the Services mean the following:
- providing the Customer with modified/improved versions of the software distributed by the manufacturer at no additional charge;
Providing the Customer with documentation on the eliminated errors and software modifications;
Providing customer support by phone and e-mail in the form of consultations and recommendations on the use and (or) maintenance / maintenance of the software.
2.2. In the event of any emergency problem in the operation of the Customer's software, within the framework of obtaining Maintenance The Software may contact the Contractor by e-mail, telephone or fax on the hotline, which operates from Monday to Friday from 10-00 to 18-00 (Moscow time, except for days that are non-working holidays in accordance with applicable law). An emergency problem is considered to be a deterioration in the performance, failure or failure of the software in use. Wherein:
2.2.1. Reports of problems that do not cause delays and do not interfere with the operation of other systems must be submitted in writing. The written form is considered to be observed when sending a message by facsimile or by e-mail to the address: *****@***ru, *****@***ru.
2.2.2. The Customer must provide the materials and information necessary for the Contractor to reproduce the identified problem in the operation of the Software, as well as provide the Contractor with remote access to the Software. The Contractor is obliged to correct errors found in the current version of the Software by correcting or replacing versions of its object or executable code.
2.3. Types of errors, methods and terms for their elimination:
2.3.1. Critical errors. A critical error renders the software inoperable. The Contractor allocates employees from its staff to correct a critical error, including, if necessary and at its discretion, sends employees directly to the Customer at its own expense.
2.3.2. Minor bugs. These include all other types of errors in the software. The Contractor will take all reasonable and reasonable measures to include the result of fixing this error in the next major version of the Software.
2.4. In cases where the Contractor reasonably considers that the problem reported by the Customer is not an error of the Software itself, but is related to the inoperability of other programs or hardware on which the Software is installed, it is obliged to notify the Customer in writing. At the same time, the Contractor will not take further measures aimed at eliminating the error, except on the basis of a written instruction from his side. If, after fixing the problem, it was really established that this error is not related to the software, the Contractor and the Customer sign an additional agreement to this Agreement, which will determine the list, cost and payment procedure additional work to fix the error.
2.5. Maintenance and technical support provided for by the Agreement does not include maintenance in relation to:
2.5.1. Defects or errors resulting from any changes to the version of the software used by the Customer, made by any person other than ROXAR and the Contractor.
2.5.2. Any version of the Software other than the version (current version) recommended for use at the current time by the software manufacturer (copyright holder) or the current version immediately before it, within six months after the release of the current version.
2.5.3. Improper use by the Customer of the current version of the software or operator error.
2.5.4. Any defect in the Hardware or any programs used by the Customer in conjunction with the current version of the Software.
2.5.5. Defects or errors caused by the use of the current version on or with computers (other than Equipment) or by the use of programs that are not manufactured by ROXAR and which have not been approved by ROXAR in writing, provided that for this purpose any programs intended for works with the current version of the software in accordance with the technical documentation are considered approved by ROXAR in writing.
2.5.6. Supporting or other programs that have been provided to Customer for limited use, which is provided on an "as is" basis.
2.6. Services that are not subject to Maintenance and technical support due to the limitations of clause 2.5 of this Appendix are provided by the Contractor for a fee.
2.7. The Contractor must immediately notify the Customer of any improved version of the Software that the software manufacturer (copyright holder) periodically provides to all other licensees in Europe.
2.8. After such notification, the Contractor shall provide the Customer, within a reasonable time, with the executable code of the improved version of the Software in machine-readable form, together with the technical documentation.
2.9. Once provided, the upgraded version becomes the current version of the Software, to which the provisions of the Agreement and this Annex will apply accordingly.
4. Term for the provision of services: 1 year from the date of signing the Agreement.
5. Place of provision of services:
: Russian Federation, Ufa, st. Bekhtereva d.3/1.
The Contractor provides Services at -UfaNIPIneft" st.______________________________
6. Cost of services
No. pp | Name of the software | Number of software instances | support cost and technical support Software including VAT 18%, USD, for 1 year | VAT 18%, USD, for 1 year. | The cost of software maintenance and technical support, including VAT 18%, US dollars, for the reporting period | VAT 18%, US dollars, for the reporting period |
RMS petrophysical modeling | ||||||
RMS indicator simulation | ||||||
TempestMORE (Black Oil & EOS) | ||||||
TOTAL: | 63 082,80 | 9 622,80 | 15 770,70 | 2 405,70 |
Payment schedule. Payment for services is made in stages:
For the period of provision of services from November 1, 2013. to December 31, 2013 in the amount of 10,513.80 (Ten thousand five hundred thirteen and 80/100) US dollars, including VAT in the amount of 1,603.80 (One thousand six hundred and three and 80/100) US dollars;
For the period from January 1, 2014. until September 30, 2014 payment is made quarterly,
the cost of services will be 15,770.70 (Fifteen thousand seven hundred and seventy and 70/100) US dollars, including VAT in the amount of 2,405.70 (Two thousand four hundred and five and 70/100) US dollars
For the period from October 1 to October 31, 2014 in the amount of 5,256.90 (Five thousand two hundred and fifty six and 90/100) US dollars, including VAT in the amount of 801.90 (Eight hundred and one and 90/100) US dollars ;
5.1. The total cost of the Services under this Agreement is 63,082.80 (Sixty-three thousand eighty-two and 80/100) US dollars, including 18% VAT of 9,622.80 (Nine thousand six hundred and twenty-two and 80/100) US dollars.
Application
to the contract for the provision of services for the maintenance and technical support of software
No. ________________ dated "__" _____________ 2013
ACT Acceptance No. __
for the provision of maintenance and technical support services
software
Moscow “___” ____201_
-UfaNIPIneft, hereinafter referred to as the "Customer", . R., acting on the basis of the Charter, on the one hand, and Systems", hereinafter referred to as "Contractor » , . E., acting on the basis of the Charter, on the other hand, hereinafter collectively and individually referred to as the “Parties” or “Party”, respectively, have drawn up this Acceptance Certificate for the provision of maintenance and technical support services as follows.
In accordance with Agreement No. ____ dated "___" ____ 201_, the Contractor provided the Customer with services for maintenance and technical support of software for the period from ____ to ______
1. Name of covered software:
Name of the software | Number of software instances | The cost of maintenance and technical support of the software, including VAT 18%, US dollars, during the period ___. on ___ | VAT 18%, USD, during the period ___. on ___ | The cost of maintenance and technical support of the software, including VAT 18%, rubles, in the period ___. on ___ | VAT 18%, rub., in the period ___. on ___ |
|
RMS petrophysical modeling | ||||||
RMS indicator simulation | ||||||
TempestMORE (Black Oil & EOS) | ||||||
TOTAL | 15 770,70 | 2 405,70 |
2. The cost of Services under this Act for the period from 01.01.2014. to 31.03.2014 is: 15 770,70 (Fifteen thousand seven hundred and seventy and 70/100) US dollars, including VAT 18% 2,405.70 (Two thousand four hundred and five and 70/100) US dollars, which is equivalent to _______ (________) rubles at the exchange rate of the Central Bank of the Russian Federation at _________, equal to ______, including VAT 18% _______ (_______) rubles.
3. The Customer has no claims against the Contractor.
4. This Act is drawn up in 2 copies of equal legal force, one for each of the Parties.
for the provision of software development services in a person acting on the basis of , hereinafter referred to as " Executor”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Customer”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:1. THE SUBJECT OF THE AGREEMENT
1.1. This agreement defines the conditions for the development of software by the Contractor for the Customer, hereinafter referred to as the Development of the Program.
1.2. The Contractor undertakes for the Customer, within the time limits stipulated by this agreement, to develop the Program for a fee in accordance with the terms of reference for the Development of the Program, reflected in Appendix No. 1 to this agreement, which is an integral part of this agreement.
1.3. The conditions for the Development of the Program, namely the stages of the Development of the Program, as well as the cost of the Development of the Program, including stage by stage, are determined in Appendix No. 2 to this agreement, which is an integral part of this agreement.
2. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
2.1. The Contractor undertakes:
2.1.1. develop the Program in accordance with the Terms of Reference;
2.1.2. test the Program;
2.1.3. develop instructions for installing the Program and a user manual for the Program;
2.1.4. to carry out the delivery of the developed Program to the Customer by signing the act of acceptance and transfer of the work performed;
2.1.5. upon completion of work, install the Program on the Customer's computer, transfer the installation version of the Program, which is accompanied by instructions for installing the Program and the user manual for the Program;
2.1.6. train the Customer's specialists to work with the Program;
2.1.7. set a trial period for months (until "" 2020). During the trial period, the Contractor eliminates defects free of charge and takes into account the Customer's comments related to the work performed by the Contractor, within the framework of the Terms of Reference. After the expiration of the probationary period, claims for the work performed will not be accepted.
2.1.8. perform the work that is the subject of this contract, qualitatively and within the established time limits.
2.1.9. not to disclose to third parties commercial, financial, technical and other information that became known during the implementation of this agreement.
2.1.10. guarantee the operation of the Program in accordance with the requirements set forth in the Terms of Reference. Further modification and addition of functions and capabilities of the Program that are not provided for in the Terms of Reference are the subject of a separate agreement, as well as the cost of maintaining the Program and consulting and information services for the Customer is determined by a separate agreement and is not included in the cost of this agreement.
2.2. The performer has the right:
2.2.1. ahead of schedule to complete the work on the stages of the Development of the Program and the contract as a whole;
2.2.2. terminate this agreement, withdraw or suspend the work of the developed Program until the Customer pays the Contractor's invoice, in case of non-payment of the invoice for the final settlement.
3. RIGHTS AND OBLIGATIONS OF THE CUSTOMER
3.1. The customer undertakes:
3.1.1. timely and in full pay the cost of the Development of the Program by the Contractor on the terms of this agreement;
3.1.2. provide the Contractor with all the information necessary for the Development of the Program;
3.1.3. determine the responsible person for interaction with the Contractor on issues related to the development of the Program;
3.1.4. accept the developed Program after receiving a notice from the Contractor on the completion of work on the Development of the Program and certify the fact of the proper Development of the Program provided for in this agreement by signing the act of acceptance and transfer of the work performed. Refusal to sign the act of acceptance and transfer of the work performed is not allowed, except for the presence of the Customer's motivated comments on the quality and scope of the work performed on the Development of the Program. Motivated remarks must be sent to the Contractor no later than calendar days from the date of receipt by the Customer from the Contractor of the act of acceptance and transfer of work performed, sent to the Customer for signing.
3.1.5. not to disclose to third parties commercial, financial, technical and other information that became known during the implementation of this agreement;
3.2. The customer has the right:
3.2.1. receive information on the progress of work on the Development of the Program on working days from to in person and by phone: .
3.2.2. terminate this agreement, in case of loss of interest in the subject of this agreement in the course of its implementation, notifying the Contractor no later than one month before the date of such termination. The Agreement will be considered terminated after the expiration of the specified period from the moment the Contractor receives a written notice of termination. From the moment the Contractor receives a notice of termination, the execution of this Agreement is suspended. In case of early termination of this agreement by the Customer, the Contractor has the right to receive from the Customer the cost of the actually performed work, and the Customer is obliged to pay the Contractor the cost of the actually performed work on the Development of the Program.
4. COST OF WORKS AND PROCEDURE OF PAYMENTS
4.1. The cost of the Program Development to be paid by the Customer to the Contractor is rubles without VAT and is determined in Appendix No. 2 to this agreement.
4.2. The Customer pays the cost of the Development of the Program, which is the subject of this agreement, by transferring Money to the account of the Contractor or in cash.
4.3. The calculation of the Customer with the Contractor for the Development of the Program is made no later than banking days after the signing by the Parties of the act of acceptance and transfer of the work performed on the basis of the invoice for payment for the Development of the Program.
5. RESPONSIBILITIES OF THE PARTIES
5.1. For non-performance or improper performance of the terms of this agreement, the Parties shall be liable under the current legislation of the Russian Federation.
5.2. Disputes and disagreements that have arisen in the process of execution of this agreement, on issues not provided for by the terms of this agreement, the Parties shall resolve through negotiations, guided by the current legislation of the Russian Federation. If it is impossible to settle disputes through negotiations, disputes are subject to resolution in court at the location of the defendant. To apply to the court, a written claim must be submitted, which is considered by the other party within ten days.
6. COPYRIGHT
6.1. The exclusive right to use the Program in any form and by any means belongs to the Contractor. The conclusion of this agreement does not mean the transfer of ownership of the Program in full from the Contractor to the Customer.
6.2. Property rights to the Program are transferred to the Customer after full payment for the Development of the Program.
6.3. Customer may not rent, lease, sell, transfer for use, modify, create new versions of the Program, decompile the Program or any part of it.
6.4. The Contractor has the right to use the Program for commercial purposes.
7. FORCE MAJEURE
7.1. The parties are released from liability for non-fulfillment or improper fulfillment of obligations under this agreement if it was the result of force majeure circumstances, that is, extraordinary and unavoidable circumstances under the given conditions (force majeure circumstances) that arose after the conclusion of this agreement. Force majeure circumstances include events that cannot be influenced and for the occurrence of which they are not responsible, namely: earthquakes, floods, fires, etc.
7.2. The party referring to force majeure circumstances is obliged to immediately notify the other party in writing of their occurrence.
7.3. The term for the fulfillment of obligations under this agreement is postponed in proportion to the time during which force majeure circumstances and their consequences are in force.
7.4. A party that has not fulfilled its obligation to notify of the occurrence of force majeure circumstances loses its right to refer to them.
8. OTHER TERMS
8.1. All changes and additions to this agreement must be made in writing and signed by the Parties.
9. TERM OF THE CONTRACT
9.1. This agreement comes into force from the moment of its signing by the Parties and is valid until the Parties fully fulfill their obligations.
9.2. This Agreement is made in two copies, having the same legal force - one for each of the Parties.
for support of software products in a person acting on the basis of , hereinafter referred to as " Executor”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Customer”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:1. THE SUBJECT OF THE AGREEMENT
1.1. The Customer instructs, and the Contractor assumes obligations to maintain software products (hereinafter referred to as PP): "", registration number: .
1.2. Support includes the following services:
1.2.1. settings of the main parameters of the software;
1.2.2. modification, adjustment and completion of the software in relation to the needs of the Customer;
1.2.3. updating releases of configurations and program files of software;
1.2.4. consultations on working with software with the departure of the Contractor to the territory of the Customer;
1.2.5. remote support (without leaving the territory of the Customer);
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Contractor undertakes to provide services in accordance with the list provided for in clause 1.2 of this Agreement. These services are provided by the Contractor only if the Customer complies with all the requirements of the Software License Agreement specified in clause 1.1 of this Agreement.
2.2. The Parties are obliged to agree on the date and time of the departures of the Contractor's specialist to the Customer at least one working day before the departure.
2.3. The Contractor's specialist is obliged to arrive at the Customer on the appointed day and time.
2.4. If it is necessary to postpone the date and / or time of the meeting, the Parties are obliged to inform each other about this no later than a working day before the scheduled meeting.
2.5. The Contractor undertakes to provide the services provided for by this agreement on weekdays, from Monday to Friday, from 10:00 to 20:00, but not more than 8 (eight) hours. Hours outside these limits are considered overtime. If the Customer needs to provide services by the Contractor during overtime, as well as on weekends and holidays, payment is made at higher rates in accordance with clause 4.6 of this Agreement.
2.6. The Customer undertakes to promptly accept and pay for the services rendered by the Contractor in the amount and terms provided for in Section 4 of this Agreement.
2.7. The Contractor has the right to suspend the provision of services under this Agreement if the Customer fails to comply with the terms of payment (see section 4 of this Agreement).
2.8. The Contractor has the right to independently determine the forms and methods for the provision of services, based on the terms of this Agreement and the conditions created by the Customer for the provision of services by the Contractor. At the discretion of the Contractor, the provision of services under the Agreement may be carried out outside the territory of the Customer.
2.9. In the event the Contractor leaves for the territory of the Customer, the Customer undertakes to provide the Contractor with one computer-equipped workplace necessary for the provision of services provided for by this Agreement. The computer must have access to the supported software and the following configuration: .
2.10. The Customer has the right at any time to check the progress and quality of the services provided by the Contractor, without directly interfering in its activities.
2.11. The Customer undertakes to sign the Work Time Sheets to the Contractor as they are provided by the Contractor.
2.12. During the operation of the SP, the Customer is obliged to create an archival copy of the database and the registration log specified by the SP on a daily basis in order to exclude data loss due to reasons beyond the control of the Parties.
2.13. An archival copy specified in clause 2.12 of this Agreement is created and stored by the Customer on a magnetic medium other than the working database medium.
2.14. The Customer should not take actions aimed at attracting the Contractor's specialists to work with the Customer with the transition to work with them, both as a full-time employee and as a part-time employee.
3. RECORDING OF WORKING TIME AND SERVICES RENDERED
3.1. Accounting for working time and services rendered, specified in clause 1.2 of this Agreement, is maintained by the Parties by compiling Work Time Sheets (hereinafter referred to as LURT).
3.2. The LURV contains the following information:
- date of provision of services;
- the name of the Contractor's specialist who provided the services;
- list of services rendered, including remote consulting;
- the amount of working time spent;
- remarks about the shortcomings of the services provided.
3.3. The presence of the Customer's signature in the LURV means the Customer's acceptance of the services rendered by the Contractor and confirms the amount of the Contractor's working time spent on the provision of services, payable by the Customer. When specifying the duration of the work of the Contractor's specialist in LURVs, rounding is done to the nearest 0.5 hour upwards.
3.4. At the end of the calendar month, the Parties draw up an Acceptance Certificate for Services Rendered (hereinafter referred to as the Certificate), which, on the basis of the Working Time Sheets, reflects all services rendered, the amount of working time spent and the cost of services rendered, determined in the manner prescribed in Section 4 of this Agreement .
3.5. At the request of the Customer, the Contractor shall attach to the Certificate of Acceptance of Services Rendered a Report on Services Rendered, which contains:
- list of services rendered in the reporting month;
- list of services carried over to the next month;
3.6. If there are claims against the Contractor, the Customer is obliged, within working days from the date of receipt of the Act, to provide the Contractor with a written reasoned refusal to accept the services rendered. The grounds for refusing to accept the services provided under this Agreement may be the failure to comply with the requirements directly specified in the Application, as well as the comments on the shortcomings in the services provided in the LURVs. After receiving a written reasoned refusal of the Customer to accept the services rendered, the Customer and the Contractor draw up an Act with a list of necessary improvements and deadlines agreed by the Parties, or the Contractor provides the Customer with a justification for the impossibility of eliminating these shortcomings.
3.7. If the Customer fails to provide, within the period specified in clause 3.6 of this Agreement, a written reasoned refusal to sign the Act and failure to comply with the requirements of clause 3.4. of this Agreement, it is considered that the Contractor has handed over, and the Customer has accepted the services rendered in accordance with the Act in full without claims, and the Customer is obliged to make final settlements with the Contractor no later than working days from the date of receipt of the Act.
3.8. The customer, who discovered within days after the acceptance of the services of the Contractor, deviations from the terms of this Agreement or other shortcomings that could not be established upon acceptance (hidden shortcomings), is obliged to notify the Contractor about this.
3.9. If the Customer's claims are justified, the Contractor shall, on its own and at its own expense, eliminate the shortcomings and shortcomings of the services provided.
4. COST OF SERVICES, PROCEDURE AND TERMS OF PAYMENT
4.1. The actual cost of the services rendered within a calendar month under this Agreement is determined on the basis of the Work Time Sheets signed by the Parties.
4.2. The cost of one hour of working time of the Contractor's specialist is rubles. The amount of VAT is not subject to VAT (on the basis of Articles 346.12 and 346.13 of Chapter 26.2 of the Tax Code of the Russian Federation).
4.3. Settlements between the Customer and the Contractor are made in rubles, on the basis of invoices issued to the Customer by the Contractor at the end of the calendar month.
4.4. Payment of invoices is made by the Customer within working days from the date of invoicing by the Contractor by non-cash transfer of funds to the settlement account of the Contractor. The payment obligation is considered to be duly fulfilled at the moment the payment amount is credited to the Contractor's settlement account.
4.5. The rate for overtime hours (clause 2.5), for services provided by the Contractor on weekends and holidays upon request and as agreed with the Customer, as well as for emergency calls is equal to: .
4.6. The change in the cost of the working hour of the Contractor's specialist is agreed with the Customer and is fixed in the Supplementary Agreement to this Agreement signed by both Parties.
5. TERM OF THE CONTRACT
5.1. The agreement comes into force from the moment of signing and is valid until ""2020.
5.2. This Agreement is automatically extended for the next year, if none of the Parties has declared in writing its intention to terminate or limit the term of the Agreement.
5.3. This Agreement may be terminated by mutual agreement of the Parties with a written notice of at least days in advance, or in the manner prescribed by the current civil legislation of the Russian Federation.
6. RESPONSIBILITIES OF THE PARTIES
6.1. Provided that the Customer fulfills its obligations, the Contractor is responsible for the professional and high-quality provision of the services provided for in this Agreement.
6.2. The Contractor guarantees the Customer that, during the term of this Agreement, in the event of a failure in the software settings created by the Contractor during their operation, all services to restore the program's performance will be performed by the forces and at the expense of the Contractor. The reason is the confirmation of the failure by re-demonstrating a similar situation to the Contractor on the database restored from the backup copy.
6.3. The Contractor is not responsible for the failure of the software in the part that was not configured by the Contractor. In this case, all diagnostics and restoration services of the software product are performed at the expense of the Customer.
6.4. The Contractor is not responsible for the irrecoverable destruction of databases on the Customer's computers resulting from power failures, equipment failures, failure to follow user instructions (hereinafter referred to as UI) created by the Contractor or set out in the user manual specified in clause 1.1 of this Agreement, as well as for failure to comply By the customer of archival copying of databases or registration log.
7. PRIVACY
7.1. The Parties undertake not to disclose confidential information about each other and about their economic activity, technical developments, as well as not to use to the detriment of each other the information received as part of the implementation of this Agreement, both during the validity period and after the completion or termination of this Agreement. Confidential is any information regarding the financial, commercial, technical (including regulatory and technical) status of the Parties or information that is expressly called confidential by the Parties and indicated in the List of Confidential Documents provided to the other Party.
7.2. The Parties shall be liable to each other within the framework of the current legislation for the unauthorized transfer to third parties of confidential information specified in clause 7.1 of this Agreement.
8. INTELLECTUAL PROPERTY
8.1. The Parties agree that from the moment of signing this Agreement, all rights in relation to the methods, algorithms, program code, methods and techniques developed and used by the Contractor to obtain the results of work under this Agreement belong to the Contractor without limitation of time and territory.
9. FORCE MAJEURE
9.1. The Parties are released from liability for partial or complete failure to fulfill their obligations under this Agreement, if their fulfillment is hindered by an extraordinary and insuperable circumstance under the given conditions (force majeure).
9.2. By force majeure, the Parties understand such circumstances as: earthquakes, fires, floods, other natural disasters, epidemics, accidents, explosions, hostilities, as well as changes in legislation that resulted in the impossibility of the Parties to fulfill their obligations under the Agreement.
9.3. If force majeure circumstances arise that impede the fulfillment of obligations under this Agreement by one of the Parties, it is obliged to notify the other Party immediately after the occurrence of such circumstances, while the deadline for fulfilling obligations under this Agreement is postponed in proportion to the time during which such circumstances were in effect.
9.4. If force majeure circumstances operate for consecutive months and do not show signs of termination, this Agreement may be terminated by the Customer and the Contractor by sending a notice to the other Party.
10. DISPUTES RESOLUTION
10.1. All disputes and disagreements that may arise between the Parties on issues that have not been resolved in the text of this Agreement will be resolved through additional negotiations by mutual agreement of the Parties.
Software technical support agreement template. Comments and recommendations for drafting
1.1. Products- provided under the License Agreement No. __ dated "__" ___________ 201_
software.
1) the serviced software is specified;
3) technical support services are subject to VAT, so their cost is usually allocated from the license fee, which is exempt from VAT on the basis of clause 26, clause 2, article 149 of the Tax Code of the Russian Federation.
2. Subject of the software technical support agreement
The Contractor undertakes to provide Technical Support services at the request of the Customer, and the Customer undertakes to accept and pay for the services provided by the Contractor.
Here is a general list of services that can be provided by the contractor.
Specification of service parameters is carried out at the level of approval of applications in accordance with the procedures adopted by the contractor.
STO STD 020 - 2012 Agreement for the provision of services for the maintenance of software and databases
To provide the Customer with services personally or with the involvement, if necessary, of specialized third-party organizations.
To install software and databases on the Customer's computers, provided that the Contractor or the Customer has the permission of the copyright holder of such software and databases, with which he has concluded the appropriate license.
Search Form
Ensure the operability of the installed updated software and databases, electronic document management systems, accounting information systems, provided that the Customer fulfills the obligations, accompanied by this agreement. In case of software inoperability during working hours, support in p. Provide other IT services as agreed with the Customer.
Provide services at the places specified by the Customer during the Contractor's working hours from 8.
Ensure the provision of services within the time limits specified in section 4 of this agreement.
The address of the page on the software may contain the following information: Parties to the contract, in this case the customer is the contractor.
And persons acting on behalf of an escort. The subject of the contract, the name of the program and the necessary manipulations with it by the performer. In what form will the calculation be made and on the basis of what documents.
Responsibility for disclosure of information.
This point is very important and interesting.
After all, a person who will have access to the company's software, performing his duties under the contract, gets access to information that is a trade secret. And, therefore, if a leak occurs, then this program will entail certain difficulties for the customer. Thus, the contract should be very careful to stipulate this factor.
Sample contract for the provision of software maintenance services -c Accounting
The Contractor must treat the information provided by the Customer as confidential.2.4. The Contractor undertakes to eliminate the shortcomings in the provision of services at its own expense. 3.1. The Customer undertakes to promptly accept and pay for the services rendered by the Contractor in the amount and terms provided for in Section 5 of this Contract. 3.2. The Customer undertakes to provide the Contractor with free access to computers necessary for the provision of services provided for in this Contract.
Agreement for maintenance of software products
2.9. In the event the Contractor leaves for the territory of the Customer, the Customer undertakes to provide the Contractor with one computer-equipped workplace necessary for the provision of services provided for in this Agreement. The computer must have access to the supported software and the following configuration: .2.10. The Customer has the right at any time to check the progress and quality of the services provided by the Contractor, without directly interfering in its activities.
Sample contract for software maintenance
Nevertheless, both parties are interested in the joint execution of these agreements. Saving money; Free ITS contract for 3 months.Maintenance of any number of information bases; A permanently attached employee who constantly works with your system, who knows the tasks, workflow, the specifics of your enterprise, etc.