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Corporation Corp.
‍ Acme LLC.

Corporation Corp.

Acme LLC.

Corporation Corp.

Free Software Maintenance Agreement Template

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents
Software Maintenance Agreement Template
Use this software maintenance agreement now for free

What is a software maintenance agreement?

A software maintenance agreement is the contract signed between a software maintenance developer and their client before a project can commence. It discusses the work to be carried out — whether it’s to improve software, fix any issues, or apply upgrades — and ensures both parties are on the same page in terms of responsibilities, project timeline, and payment terms.

Just like software must adapt to market demands thanks to ever-changing technology, you need to adapt a software maintenance agreement for every client you have. A template can help new freelancers to put together this document quickly and effortlessly and guarantee that it includes the necessary information. 

Failing to send out a professional software maintenance agreement can affect your credibility as a business and cause delays to the project start date.

Note: Sign up now to get your free software maintenance agreement template that will walk you through the contracting process so that you can successfully onboard your client and get to work faster.

What to include in the software maintenance agreement

Each contract that you create for your freelancing business will differ based on the responsibilities required for a particular collaboration. Even so, there are some items that any software maintenance agreement must have to cover the essential details.


A software maintenance agreement will begin with a statement that names the parties involved and how they will be referred to throughout the document.

For instance, this could be something as simple as:

“This contract is between [client’s name] (the “Client”) and [your name] (the “Developer”).”

Any service provider may like to include contact details of both parties in this section, such as organization mailing addresses and phone numbers. That said, by law, just names are sufficient for any type of contract.

The introduction will also state the date from which the agreement will be effective.

Services provided

The section underneath the introduction usually discusses the software to be maintained by the developer. For example, you may write something along the lines of: “inspecting, troubleshooting, and diagnostics of [program] on site until the software is functioning properly again.”

You can be as detailed or vague as you want here. However, consider that the more detail you provide, the clearer the expectations will be between you and your client.

If it’s a large project and there’s a lot of work to be done, avoid having a large chunk of text in this section by using bullet points to list each project milestone.

Timeline or schedule

This part of a software maintenance agreement will outline how long the project will last. If you have a start and end date or certain milestones in mind, state these here.

If the project is ongoing, it’s absolutely fine to say this. Just be sure to include a clause which explains that either party can initiate termination of the contract at any time. This can be in the event of force majeure situations, or any other reason.

Payment details

Software maintenance agreements must have a section on the subject of project payment. These details should have already been discussed with your client during your initial emails or kickoff call.

Do the parties agree on an hourly payment for X amount of hours or on a monthly retainer until the work is complete? State it in this section. Alternatively, list your fixed rate fee for the whole project or each milestone. Do you require a payment upfront to secure the project? Write this down here too.

You may also want to mention briefly what your rates include. Do they purely cover the scope of work or encompass email support throughout the project? Will you be charging extra for weekly meetings or are phone calls included?

Using a software maintenance agreement to flesh out these details can save you and your client a headache later on, and ensure the project goes as smoothly as possible.

Invoicing terms

Once you have filled out payment details in your software maintenance agreement, move on to invoicing terms.

Note down how you’ll be paid and on what kind of schedule, whether it’s through PayPal every two weeks or NET30 via bank transfer. And don’t forget to include late payment fees in the case of non payment.

Keep in mind that none of the information in this section should come as a surprise to your client. Alongside your payment rates and preferred method, it should have been previously talked about before sending out the contract. (This is just good business practice!)

Ownership of rights

This section handles the ownership of any intellectual property created and developed during the project, i.e., the computer software. It reassures your client that they have all rights to the work product once you deliver it and they can use it however they see fit.

A service provider tends to talk about confidentiality in this section since you and your client may exchange sensitive information that they wouldn’t want to become public. Your client may even request that this be included in the software maintenance agreement if it isn’t already.

On the other hand, your client may require you to sign a non-disclosure agreement (NDA) to protect themselves.


At the end of any software maintenance agreement will be a section where you declare that all the information in the document is true and correct. You and your client will then proceed with signing the contract to confirm the agreement so that you can get to work.

How to write a software maintenance agreement

Writing a software maintenance agreement may seem like one of the most daunting tasks if you’ve never done it before. But there are some things you can do to not just get the job done, but do it well — and become a pro in the process.

Find out exactly what the client wants

During an initial email or phone conversation, confirm with the company the required services and project deliverables. Ask the following questions:

  • Which stage of the software development life cycle are they at and where do they want to be? What will you be responsible for?
  • Which of the four types of software maintenance do they want you to provide support for? Corrective software maintenance? Adaptive software maintenance? What is the main goal of the project?
  • Do they have a deadline? Do they want you to work a specific number of hours per week or achieve a particular milestone in three weeks?
  • Are you going to access their resources on site or remotely?

Gather as much information as you can to be able to write an accurate and comprehensive contract that will impress your client.

Agree on the terms and conditions

Next, you need to finalize the finer details such as how you’re getting paid and when.

Don’t leave your client scratching their head when they come to read the software maintenance agreement. All expected project terms should be discussed prior to producing the contract. This saves unwarranted back-and-forth between you and your client and builds trust, which is the secret to a happy and thriving business relationship.

Input all of the information

The only thing that’s left to do is fill out the software maintenance agreement based on the information you’ve collected from your client. Take care not to leave anything out and proofread it more than once before sending it through to your contact.

Creating a software maintenance agreement is simple with Bonsai

Putting together a software maintenance agreement takes time, and time is money as a freelancer. The most straightforward way to do this is by using Bonsai’s software maintenance agreement template. 

All you have to do is fill out the sections that apply to your specific project and client, download it, and then you can send it in a matter of minutes.

Plus, once you’ve filled out this template on one occasion, you can use the same document to form your next agreement. After all, many of the sections are standard for a software maintenance agreement.

Software maintenance agreement FAQs

How many pages does a software maintenance agreement need to be?

Simply put, your software maintenance agreement should be as long as it needs to be. Keep it as clear and concise as possible but make sure it covers the vital sections.

As a service provider, do I need to get my software maintenance agreement legally reviewed?

Whether you’re making any variety of personal or business agreement, it’s always a good idea to get it legally reviewed. It should follow the correct formatting and incorporate the required details so you can avoid legal problems at a later date.

As a service provider, you wouldn’t have to worry about this though if you use a legally-vetted software maintenance agreement, such as the one on the Bonsai app.

Examples of Software Maintenance Agreements

Software Maintenance Agreement Template
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Software Maintenance Agreement Template Sample
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Frequently Asked Questions

Questions about this template.

What is the difference between service agreement and maintenance agreement?

Maintenance is a scheduled routine 'check up' to make sure your software is in good shape. This can be like providing technical support for an existing or new software. A service covers software problems or repairs.

Is a service agreement legally binding?

A service agreement is legally binding. The buyer and service provider are both given some levels of protection in the service contract.

Does a service agreement need to be registered?

It depends on the length of the contract; if it lasts more than 11 months, registration of the agreement is required. You should register the contract for services amenities as well. Otherwise, it's possible that the other party won't stick to the terms of the agreement in the future.