In consideration of the tasks being performed during the term of this software maintenance agreement, the Software Owner has agreed to pay the Service Provider all sums listed in the table below.
Any additional costs should be submitted in writing to the Software owner prior to agreeing to said costs. The Software Owner may, at their discretion ask for a report of costs as well as price matching for any materials needed for this software maintenance agreement. Any travel expenses should be submitted in writing to the Software Owner and are subject to their approval. If at any time payment is not received for any terms not agreed on between the parties it shall constitute a breach of contract and will be grounds for termination of this software maintenance agreement.
In addition to the fees above, the Software Owner will be responsible for any and all costs and fees associated directly with the Software included in this software maintenance agreement including.
The Software Owner shall be responsible for any and all taxes, titles, and fees due by the local government, federal government or any other governmental entity pertaining to this software maintenance agreement for the term of this agreement. The Service Provider along with any associates or employees under the Service Providers name shall under no circumstances divulge or communicate any personal materials relevant to the Software Owner or any employees or affiliates related to the Software Owner for personal benefit or gain.
Any and all software replaced during the term of this agreement shall be inclusive of all warranties and agreements inclusive to the purchase of said software. All warranties included in the purchases made during the term of this agreement pertaining to the software shall be included in this software maintenance agreement and fall under the same terms and conditions as so.
The Service Provider agrees to complete all projects and maintenance assigned in a professional manner. All work conducted will fall under standards set by the region in which the work is being performed. The Service Provider will not be held responsible for any acts occurring from the Software Owner or any affiliates in relation to the Software Owner.
In the instance either party in this software maintenance agreement defaults on any terms or conditions set forth, the finding party shall notify the defaulting party in writing of the default occurring. Upon notification of said default the defaulting party will have 10 days to cure the default before termination will be required. In the instance either party of this agreement forms a breach during the term of this agreement due to uncontrollable circumstances including but not limited to, flood, hurricane, theft, terrorism, earthquake, or any other acts of god the party shall notify the remaining party of such breach and will be allowed up to 30 days to cure such breach before further action may take place.
In the event any disagreements or controversies occur during the term of this software maintenance agreement both parties agree to seek arbitration to solve such manners.
In the event the parties cannot come to an agreement on an arbitrator they shall both choose individually and the chosen arbitrators shall come to an agreement on a third joint arbitrator to hear this case. All arbitration shall be conducted in a central location easily accessible by both parties involved. The arbitrator shall have the final say on any agreements involved and will subject such agreements to the court of [Company. During the time of such arbitration taking place both parties will continue to uphold all agreements within this software maintenance agreements and complete all tasks assigned.
This software maintenance agreement constitutes the entire agreement for the services listed herein, and shall supersede any and all previous agreements put in place either by written form or orally. Any and all notifications with regard to this software maintenance agreement shall be made in written form and delivered to the responding party either by person or by email or certified mail to the following addresses.
Address: [Sender. StreetAddress] [Sender. City] [Sender. State] [Sender. Address: [Client. StreetAddress] [Client. City] [Client. State] [Client. By signing below, both parties acknowledge they have read and understand all terms and conditions found within this software maintenance agreement. Term Beginning on the agreement date above the Service Provider will begin providing maintenance for the Software Owner for a period of 12 months unless termination by either party is requested.
Generally, the sale of a revision or upgrade of prewritten software is subject to tax as the sale of prewritten software. If, however, the software upgrade is designed and developed to the specifications of a particular purchaser, its sale to that specific purchaser is exempt as a sale of custom software. A sale of computer software includes any transfer of title or possession or both, including a license to use.
When a purchaser remotely accesses software over the Internet, the seller has transferred possession of the software because the purchaser gains constructive possession of the software and the right to use or control the software.
Accordingly, the sale to a purchaser in New York of a license to remotely access software is subject to state and local sales tax. The situs of the sale for purposes of determining the proper local tax rate and jurisdiction is the location from which the purchaser uses or directs the use of the software, not the location of the code embodying the software. Therefore, if a purchaser has employees who use the software located both in and outside of New York State, the seller of the software should collect tax based on the portion of the receipt attributable to the users located in New York.
Separately stated and reasonable charges for maintaining, servicing, or repairing software are exempt from sales tax. However, if a software maintenance agreement provides for the sale of both taxable elements such as upgrades to prewritten software and nontaxable elements, the charge for the entire maintenance agreement is subject to tax unless the charges for the nontaxable elements are:. Prewritten computer software used or consumed directly and predominantly in the production of tangible personal property for sale, or directly and predominantly in research and development, is exempt from tax.
Custom software is exempt from tax when resold or transferred directly or indirectly by the purchaser of the software to either:. However, the exemption does not apply if the sale or transfer of the custom software is part of a plan having as its principal purpose the avoidance or evasion of tax, or if the sale is prewritten software that is available to be sold to customers in the ordinary course of business. Note: A Tax Bulletin is an informational document designed to provide general guidance in simplified language on a topic of interest to taxpayers.
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