MAINTENANCE AND SUPPORT AGREEMENT

BETWEEN: AgileAIDev.com (hereinafter referred to as "Service Provider")

AND: [CLIENT NAME] (hereinafter referred to as "Client")

EFFECTIVE DATE: [DATE]

1. DEFINITIONS

1.1. "Agreement" means this Maintenance and Support Agreement.

1.2. "Services" means the AI development, chatbot development, and web development services provided by AgileAIDev.com.

1.3. "Products" means the software applications, AI models, chatbots, and web applications developed by AgileAIDev.com for the Client.

1.4. "Support Hours" means the hours during which standard support services are available, specifically Monday through Friday, 9:00 AM to 5:00 PM Pacific Time, excluding holidays observed by the Service Provider.

1.5. "Critical Issue" means an issue that causes complete system failure, data loss, or renders a core function of the Product unusable with no workaround available.

1.6. "Major Issue" means an issue that significantly impairs the functionality of the Product but does not prevent its core functions from operating, or where a workaround exists.

1.7. "Minor Issue" means an issue that causes inconvenience but does not significantly impair the functionality of the Product.

1.8. "Enhancement Request" means a request for new features or functionality not currently included in the Product.

1.9. "Maintenance Release" means updates, patches, or fixes to the Product that address bugs or vulnerabilities without adding new functionality.

1.10. "Feature Release" means updates to the Product that include new or enhanced functionality.

2. SCOPE OF SERVICES

2.1. Products Covered

This Agreement covers maintenance and support for the following products:

AI chatbot applications developed by AgileAIDev.com
Custom AI models developed by AgileAIDev.com
Web applications developed by AgileAIDev.com that incorporate AI functionality
APIs and backend services supporting AI and chatbot functionality

2.2. Support Services

The Service Provider shall provide the following support services:

2.2.1. Technical Support

Email, phone, and ticketing system support during Support Hours
Assistance with Product usage questions
Troubleshooting and resolution of reported issues
Documentation of known issues and their resolutions

2.2.2. AI-Specific Support

Monitoring of AI model performance
Fine-tuning and optimization of AI models as needed
Addressing AI model drift or degradation
Support for AI training data management
Guidance on prompt engineering and optimization

2.2.3. Chatbot-Specific Support

Conversation flow optimization
Chatbot performance monitoring
Error handling improvements
Integration support with messaging platforms
Analytics and reporting on chatbot usage

2.2.4. System Monitoring

Proactive monitoring of system availability
Performance monitoring and optimization
Security monitoring and vulnerability assessment
Usage and resource utilization monitoring

2.3. Maintenance Services

The Service Provider shall provide the following maintenance services:

2.3.1. Bug Fixes

Investigation and resolution of bugs and defects
Implementation of fixes via Maintenance Releases
Regression testing to ensure fixes do not introduce new issues

2.3.2. Security Updates

Regular security assessments
Implementation of security patches
Updates to address newly discovered vulnerabilities
Security compliance monitoring

2.3.3. Performance Optimization

Regular performance reviews
Implementation of optimizations for improved speed and reliability
Database and query optimization
Resource utilization optimization

2.3.4. Feature Updates

Implementation of minor feature enhancements
Compatibility updates for third-party services and APIs
User interface improvements
Documentation updates

3. SERVICE LEVELS

3.1. Response Times

The Service Provider shall respond to support requests within the following timeframes:

Issue Level	Initial Response	Status Updates	Target Resolution
Critical	2 hours	Every 4 hours	24 hours
Major	8 hours	Daily	3 business days
Minor	24 hours	Weekly	10 business days
Enhancement	48 hours	As scheduled	As scheduled

3.2. Escalation Procedures

If the Client believes that an issue is not being addressed according to the service levels above, the Client may escalate the issue according to the following procedure:

Level 1: Contact the assigned support representative
Level 2: Contact the support team manager
Level 3: Contact the director of client services
Level 4: Contact the executive management team

3.3. Availability

The Service Provider shall maintain the following availability targets for the Products:

Web applications and services: 99.9% uptime, excluding scheduled maintenance
AI models and chatbots: 99.5% uptime, excluding scheduled maintenance
APIs: 99.9% uptime, excluding scheduled maintenance

3.4. Scheduled Maintenance

The Service Provider shall:

Perform scheduled maintenance during off-peak hours whenever possible
Provide at least 48 hours advance notice for scheduled maintenance
Limit scheduled maintenance to no more than 8 hours per month
Schedule maintenance during weekends or between 10:00 PM and 4:00 AM Pacific Time when possible

4. CLIENT RESPONSIBILITIES

4.1. Designated Contacts

The Client shall designate up to three (3) individuals who are authorized to submit support requests and serve as the primary points of contact for the Service Provider.

4.2. Issue Reporting

When reporting issues, the Client shall:

Provide a detailed description of the issue
Provide steps to reproduce the issue
Provide relevant error messages or screenshots
Specify the severity of the issue based on the definitions in Section 1
Provide prompt responses to requests for additional information

4.3. System Access

The Client shall provide the Service Provider with necessary access to systems, data, and resources required to perform the maintenance and support services covered by this Agreement.

4.4. Training

The Client shall ensure that its users receive appropriate training on the proper use of the Products.

4.5. Data Backup

The Client is responsible for maintaining regular backups of their data, unless backup services are explicitly included in a separate agreement.

5. AGILE SUPPORT METHODOLOGY

5.1. Sprint-Based Support

Support and maintenance work will be organized into two-week sprints, following the Agile methodology:

Support tickets will be prioritized at the beginning of each sprint
Critical issues will be addressed immediately, outside of the sprint planning process
A sprint review will be conducted at the end of each sprint to evaluate completed work

5.2. Continuous Improvement

The Service Provider will implement a continuous improvement process for all Products:

Regular retrospective meetings to review service quality
Collection and analysis of metrics to identify improvement opportunities
Implementation of improvements in subsequent sprints

5.3. Client Involvement

The Client will be invited to participate in:

Sprint planning sessions to provide input on priorities
Sprint reviews to provide feedback on completed work
Quarterly service reviews to assess overall satisfaction and plan future improvements

6. AI AND CHATBOT-SPECIFIC TERMS

6.1. AI Model Retraining

The Service Provider shall:

Monitor AI model performance and accuracy
Conduct model retraining when performance drops below agreed thresholds
Provide recommendations for improving training data
Implement model updates as part of regular maintenance

6.2. Chatbot Content Management

The Client is responsible for:

Providing and maintaining the knowledge base content for chatbots
Reviewing and approving chatbot responses
Providing domain expertise for specialized questions

The Service Provider is responsible for:

Implementing content updates in the chatbot system
Optimizing response patterns and conversation flows
Providing tools for content management
Monitoring chatbot performance and user satisfaction

6.3. Data Privacy and Security

The Service Provider shall:

Implement industry-standard security measures for all AI systems
Ensure compliance with applicable data protection regulations
Provide documentation on data processing activities
Not use Client data for training models for other clients without explicit permission

7. FEES AND PAYMENT

7.1. Service Fees

The Client shall pay the following fees for the maintenance and support services:

Base monthly support fee: $[AMOUNT]
Additional hourly rate for services beyond the scope of this Agreement: $[AMOUNT]/hour
Emergency support outside Support Hours: $[AMOUNT]/hour

7.2. Payment Terms

The Service Provider shall invoice the Client monthly in advance for the base support fee
Additional services shall be invoiced monthly in arrears
Payment is due within 30 days of the invoice date
Late payments are subject to a 1.5% monthly interest charge

8. TERM AND TERMINATION

8.1. Term

This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months. Thereafter, it shall automatically renew for successive twelve (12) month periods unless terminated by either party.

8.2. Termination for Convenience

Either party may terminate this Agreement for convenience by providing ninety (90) days written notice to the other party.

8.3. Termination for Cause

Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach.

8.4. Effect of Termination

Upon termination of this Agreement:

The Service Provider shall cease providing maintenance and support services
The Client shall pay all outstanding fees for services rendered up to the date of termination
The Service Provider shall, upon request, provide reasonable transition assistance at its then-current hourly rates

9. WARRANTY AND LIMITATION OF LIABILITY

9.1. Warranty

The Service Provider warrants that:

The maintenance and support services will be performed in a professional manner
The Services will substantially conform to the specifications in this Agreement
The Services will be performed by qualified personnel

9.2. Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9.3. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL LIABILITY OF THE SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. CONFIDENTIALITY

10.1. Confidential Information

Each party may have access to certain confidential information of the other party. Confidential information includes, but is not limited to, business plans, customer lists, financial information, technical information, AI models, training data, and any other information marked as confidential or that would reasonably be considered confidential.

10.2. Protection of Confidential Information

Each party agrees to:

Maintain the confidentiality of the other party's confidential information
Use the confidential information only for the purposes of this Agreement
Restrict access to confidential information to employees and contractors who need to know
Return or destroy all confidential information upon request or termination of this Agreement

10.3. Exclusions

The confidentiality obligations do not apply to information that:

Is or becomes publicly available through no fault of the receiving party
Is independently developed by the receiving party without use of the confidential information
Is rightfully obtained from a third party without restriction
Is required to be disclosed by law or court order

11. INTELLECTUAL PROPERTY

11.1. Ownership

The Service Provider retains all rights, title, and interest in and to the Products, including all intellectual property rights, except to the extent that custom development has been paid for by the Client under a separate agreement.

11.2. License

The Service Provider grants the Client a non-exclusive, non-transferable license to use the Products covered by this Agreement for the term of this Agreement.

11.3. Client Data

The Client retains all rights, title, and interest in and to any data provided by the Client for use with the Products.

12. GENERAL PROVISIONS

12.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.2. Amendments

This Agreement may only be amended by a written document signed by both parties.

12.3. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld.

12.4. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, or strikes.

12.5. Notices

All notices under this Agreement shall be in writing and shall be delivered by hand, email, certified mail, or overnight courier to the addresses specified by the parties.

12.6. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.7. Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles.

12.9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in [CITY], Oregon, in accordance with the rules of the American Arbitration Association.

13. EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

AgileAIDev.com (Service Provider)

Name: ______________________________

Title: _______________________________

Signature: ___________________________

Date: _______________________________

[CLIENT NAME] (Client)

Name: ______________________________

Title: _______________________________

Signature: ___________________________

Date: _______________________________