Maintenance and Support Agreement in India: Template and Key Clauses (2026)

A maintenance and support agreement in India sets out how a software or technology vendor keeps a product working after it is delivered: fixing defects, handling support requests and providing updates. It usually sits alongside a licence or SaaS subscription. The contract law is simple, but tax handling, service levels and data protection are where these deals need care. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with an Indian lawyer. ## What law governs maintenance and support in India? The agreement is governed by the Indian Contract Act 1872, which covers offer, acceptance, consideration and performance. There is no special software maintenance statute, so the service level agreement (SLA) and the commercial terms do the work. The Information Technology Act 2000 is relevant for electronic records and security practices, and tax and data-protection rules apply around the contract. ## GST and TDS on fees - GST. Software maintenance and support services are generally taxable at the standard rate of 18 percent. State whether fees are inclusive or exclusive of GST, record both parties' GSTIN, and set invoicing terms so the customer can claim input tax credit.

• TDS. The customer usually deducts tax at source under the Income Tax Act 1961, commonly under section 194C for contracts or section 194J for technical or professional services. State that payments are subject to TDS and that a certificate will be issued, and confirm the correct section, because rates differ. ## Service levels, uptime and service credits For hosted software the SLA is the commercial heart. Define uptime precisely: the measurement window, what counts as downtime, and the exclusions (scheduled maintenance, force majeure, customer-caused outages, third-party platforms). Set a monthly availability target with service credits as the remedy if it is missed. - Service credits are a percentage of fees credited when a target is missed; state whether they are the main remedy for SLA failures.
• Response and resolution times are tied to severity levels (for example Severity 1 critical outage down to Severity 4 cosmetic), each with a target response (acknowledgement) and a target resolution or workaround time.
• Make clear which targets are firm commitments and which are reasonable-efforts targets, because not every defect can be fixed on a fixed clock. ## Support scope, tiers and channels Set support hours (business hours or 24x7), channels (portal, email, phone) and tiers (Level 1 triage, Level 2 technical, Level 3 engineering). Name authorised contacts who may raise tickets, the customer cooperation expected, and what is out of scope (for example custom development), which is billed separately. ## Maintenance, versioning and end-of-life Maintenance usually means error correction plus updates. Separate included updates and patches from chargeable major upgrades or new modules. Set a versioning policy (how many prior versions are supported) and an end-of-life (EOL) or end-of-support notice period after which a version is no longer maintained. A clear EOL clause prevents disputes when the vendor retires an old release. ## Warranties, liability and data protection - Warranties: a limited warranty that the software performs materially in line with its documentation.
• Liability: a cap, often linked to fees paid, and exclusion of indirect and consequential losses, with negotiated carve-outs.
• Indemnities: usually an IP infringement indemnity from the vendor.
• Data protection: India's Digital Personal Data Protection Act 2023 governs personal data as its provisions are brought into force, so set data-handling duties, security measures and breach notification where the vendor accesses customer data. The IT Act 2000 and its rules on reasonable security practices also apply. ## Escalation, reporting and business continuity Beyond the core SLA, a strong Indian support agreement sets out an escalation matrix: named contacts at each tier, the time after which an unresolved ticket moves up, and management contacts for a Severity 1 outage. Agree the reporting cadence (monthly service reports showing uptime achieved, tickets by severity, and credits due) and a periodic service review. For business-critical systems, address business continuity and disaster recovery: backup frequency, recovery point and recovery time objectives, and the vendor's duties if its own systems fail. If the vendor stores customer data, confirm where it is hosted and whether data residency within India is required, because some customers in regulated sectors insist on it. ## Key clauses and a simple drafting skeleton 1. Parties, date and relationship to the licence or subscription

2. Definitions (support, maintenance, downtime, severity levels)
3. Scope of maintenance and support, and exclusions
4. Support hours, channels and tiers
5. Service levels: uptime, response and resolution times
6. Service credits and remedy status
7. Updates, upgrades and versioning
8. End-of-life and end-of-support policy
9. Fees, GST, TDS, renewal and price changes
10. Warranties
11. Limitation of liability and indemnities
12. Data protection (DPDP Act 2023 and IT Act 2000)
13. Term, termination and effect of termination
14. Governing law and dispute resolution
15. Signatures Give the most attention to the SLA definitions, service credits, the GST and TDS handling and the liability cap, because these decide what the customer gets, the money, and the vendor's exposure. ## Keeping marketing and vendor contracts under control The hard part is rarely one agreement. It is tracking many of them at once: which SLA target applies, when each renewal falls, which indemnity you accepted, and whether a clause was quietly changed in the last draft. That work (drafting from a tuned template, flagging risky clauses per clause, tracking renewals and keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this: one AI workspace tuned to your company and built on Claude, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, so it fits Indian contracting well. More at Adira. The law above stands on its own. ## Bottom line An Indian maintenance and support agreement is governed by the Indian Contract Act 1872, with GST at 18 percent, TDS under section 194C or 194J, and data protection under the DPDP Act 2023 and the IT Act 2000. The deal turns on the SLA: precise uptime, severity-based response and resolution targets, service credits, and a clear versioning and end-of-life policy. Handle the tax position and the SLA tightly, and take Indian legal and tax advice before signing a real deal.