If you are licensing software and providing maintenance services to customers as part of the same package, this may the the template you need.

This software maintenance and licence agreement is flexible enough to be used with a wide range of licensing models, including where software is licensed on the basis of particular number of installations or concurrent users. The maintenance services covered include the provision of a helpdesk, assistance with the identification and correction of faults in the software, the provision of upgrades, and ad hoc development services.

Unlike our standard software licence and maintenance agreement template, this document also includes an optional licence of the software source code and optional escrow provisions.

This premium version also includes provisions (not in the standard version) relating to project management, confidentiality, publicity, third party co-operation, indemnities, non-solicitation of personnel and change control.

The following clauses are included:

(1) Definitions and interpretation
(2) Term
(3) Project management
(4) Delivery of Software
(5) Maintenance Services
(6) Licensee obligations
(7) Invoicing and payment
(8) Change control
(9) Licence
(10) Intellectual Property Rights
(11) Escrow
(12) Warranties
(13) Indemnities
(14) Limitations and exclusions of liability
(15) Data protection
(16) Confidentiality and publicity
(17) Termination
(18) Effects of termination
(19) Notices
(20) Force Majeure Event
(21) General

The template agreement also includes the following Schedules:

Schedule 1 - Specification of Software
Schedule 2 - Maintenance Service Levels
Schedule 3 - Charges
Schedule 4 - Form of CCN
Schedule 5 - Licensing
Schedule 6 - EULA
Schedule 7 - Form of escrow agreement

You will need to supply most of the content for the schedules (excepting the maintenance service level schedule).

This software maintenance and licence agreement is 31 pages long (including the cover sheet) and is delivered in Word (.doc) format for easy editing.

You can review the first few pages of the template here:

Sample Software Maintenance and Licence Agreement