Support Agreement

SUPPORT AGREEMENT

This Support Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF THE COMPANY], (the “Company”), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE CUSTOMER], (the “Customer”), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Company and Client shall be referred to as the “Parties.”

WHEREAS, the Company shall provide the Customer with the support services for the [SPECIFY THE PRODUCT] (the “Support” or “Services”);

WHEREAS, the Customer desires to obtain Support from the Company, and the Company is willing to provide the Services, upon terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

SUPPORT SERVICES

The Company

shall provide the Customer for the Term with the

Support

Services for

[

SPECIFY

THE PRODUCT]

as further set out in

the Support Manual annexed hereinafter as

EXHIBIT

The Support

Services

shall

start

from

the invoice date

of the purchase of

[

SPECIFY

THE PRODUCT]

the

Customer

WARRANTIES

The

Company

epresents and warrants to the Customer that

the

Services shall be performed by suitably qualified and experienced personnel

using all reasonable skill and care and in accordance with all laws and regulations in force from time to time which are applicable to

the

Company as it pertains solely to the delivery of the Services

The

Company

warrants that it has full legal authority and capacity to enter i

nto this

greement with

the

Customer

The

Company will only use the services

in a

ccordance with the obligations

under this Agreement.

The

Company

shall always

during the term of this

greement comply with and shall cause each of its affiliates to comply with the policies and standards of

this

greement for delivering the services

Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party

OBLIGATIONS OF THE COMPANY

The

ompany shall provide

Support

as mentioned in this

greement.

The

Company

shall provide the Customer for the Term with the

Support

for the

[

SPECIFY

THE PRODUCT]

s further set out

the

Support Manual

RELATIONSHIP

It is understood

by both the

arties

that

othing in this Agreement will be construed as creating a relationship of

partnership, joint venture,

agency,

or employment between the Parties.

PAYMENTS

For the performance of the

Support

and any Additional Services, the

Customer shall pay to

the

Company

the Charges

of [

SPECIFY

THE AMOUNT] to be paid [MONTHLY or YEARLY]

. It is agreed that the terms of this Agreement shall prevail over any terms that may be included

in this

greement

If the Customer fails to make any payment due to

the

Company under this Agreement by the due date for payment, then

the

Company may suspend the provision of

Support

All Charges and taxes or any other applicable sales tax shall be paid by the Customer at the rate and in the manner for the time being prescribed by law

TERM AND TERMINAT

ION

he present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [NUMBER OF MONTHS] months starting from the Effective Date hereof and shall terminate at the expiration of the term hereof.

In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party

in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party specifying such non-compliance. This Agreement shall terminate automatically

[

NUMBER OF

DAYS]

days unless the breaching Party cures the breach within such

[

NUMBER OF

DAYS]

day period

The present Agreement shall be automatically terminated at the expiration of the period

the present Agreement unless the Agreement is renewed at the end of the mentioned term.

However, both the

Parties

shall have the right to terminate the present Agreement by providing each other with a prior written notice of

[

NUMBER OF

DAYS]

days

Termination of this

greement shall not release either

arty from its obligations arising under this

greement prior to the effective date of termination.

LIABILITY

In no event shall

the

Company

liable for any incidental, special, indirect,

punitive,

or consequential damages, lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence) or otherwise, even if

the

Company

has been informed of the possibility thereof

otwithstanding anything else herein, all liability of

the

Company

for claims arising under this

greement or otherwise shall be limited to the mon

ey paid by

the C

ustomer to

the

ompany

for the services in the six (6) months preceding the event or circumstances giving rise to such liability.

his limitation of liability is cumulative and not per incident.

ASSIGNMENT

The Company

may assign this Agreement without prior notice to the Customer.

MODIFICATIONS

The

Customer

shall not make any m

odification or changes to

this

greement

in any situation

Such changes or alteration will be treated as a material breach of this

greement.

The

Customer

shall provide a

[

NUMBER OF

DAYS]

day written notice and request

the

Company

prior to any modification

and the failure on the part of

the

Company

to respond within that

[

NUMBER OF

DAYS]

day period shall be presumed to operate as a rejection of such reques

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or

[

NUMBER OF

DAYS]

days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

WAIVER

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS]

days,

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

Parties

shall be indemnified and held harmless by

the

other

arty

from and against any and all claims of any nature, wh

atsoever, arising out of

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

ENTIRE AGREEMENT

This

Agreement

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY CUSTOMER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

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