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                                                                   EXHIBIT 10.12


                   STANDARD BLACKBAUD TERMS AND CONDITIONS FOR

                        SOFTWARE MAINTENANCE AND SUPPORT


All Software Maintenance and Support is provided subject to the following
Standard Terms and Conditions. These provisions set forth are only obligations
of Blackbaud regarding Software Maintenance and Support. For purposes of this
Agreement, "You" or "Your" shall refer to the entity entitled to receive
Maintenance and Support hereunder.

I.       BLACKBAUD SOFTWARE MAINTENANCE SERVICES:

1.       Unlimited use of Blackbaud's online and telephone support, as described
         in the Blackbaud Maintenance Benefits document, to receive technical
         assistance and/or general consultation with regard to software You have
         licensed from Blackbaud and for which You have elected to receive
         Maintenance and Support (the "Covered Software").

2.       As they become available, Blackbaud will provide new versions, updates
         and/or enhancements to current versions of the Covered Software. Some
         new versions, updates and/or enhancements may require more advanced or
         larger capacity equipment and/or third party software. Equipment and
         software compatibility shall be Your sole responsibility.

3.       As they become available, Blackbaud will provide updates and
         enhancements to existing documentation.

4.       Blackbaud will take all reasonable steps to correct defects in the
         Covered Software that are directly attributable to programming if
         Blackbaud, in its sole discretion, recognizes them as having a
         materially detrimental effect on the performance of the Covered
         Software.

5.       Blackbaud will take all reasonable steps to have data anomalies
         repaired and data loss in the Covered Software directly attributable to
         programming minimized. This provision is subject to Your performance of
         scheduled data backups using a prudent method of media rotation.

II.      CHARGES

1.       The Annual Maintenance period begins 7 days after ship date of the
         Covered Software from Blackbaud.

2.       The initial Annual Maintenance fee is based upon a % of current list
         price of the Covered Software. Renewal fees are calculated annually for
         a 1-year period and may be subject to an inflationary adjustment
         defined at the time of renewal. If You purchase additional Software or
         licensed users for such Software, these additions will automatically be
         subject to Maintenance fees and will be invoiced accordingly. Charges
         for any partial month of coverage will be prorated on the basis of a
         thirty (30) day month to coincide with existing annual Maintenance
         term.

3.       All charges for Software Maintenance are payable in advance. Failure to
         give at least thirty (30) days notice of intention not to renew the
         Maintenance contract will result in automatic renewal and You will be
         liable for an additional year's charges. Notwithstanding this, if You
         fail to pay any invoice within thirty (30) days of the invoice date,
         Blackbaud may withhold services until payment has been received.

4.       Charges do not include charges related to third party software
         programs, which may be required to run the Covered Software. You may be
         required to pay separately for any upgrades in such third party
         programs.

5.       Blackbaud reserves the right to charge late fees on overdue accounts.

III.     EXCLUSIONS FROM BLACKBAUD SOFTWARE MAINTENANCE SERVICE

         The following is expressly excluded from the terms of this Agreement:

1.       Provision, installation and/or support of new versions and/or
         enhancements to current versions of non-Blackbaud software.
         Non-Blackbaud software includes but shall not be limited to, operating
         system software, word processing, spreadsheet, reporting and/or
         database software.

2.       Installation of updates and enhancements to Blackbaud software.

3.       Upgrading any hardware and memory on the system on which You use the
         Covered Software.

4.       If You are using Blackbaud products that require a common database, You
         must remain current on Maintenance for all products for as long as the
         Covered Software is in use in order to assure the integrity of Your
         Covered Software. Cancellation of Maintenance on any one system may
         cause incompatibilities with related products, and performance of all
         Covered Software could be adversely affected.

5.       Repair of the Covered Software and data if Blackbaud determines the
         failure is related to:

         (a)      the equipment or supplies You are using.

         (b)      misuse or neglect of the covered Software including, but not
                  limited to, failure to perform scheduled data backups using a
                  prudent method of media rotation.

         (c)      anyone other than a member of Blackbaud's staff making any
                  alteration to the Covered Software or to the system files
                  which may affect the Covered Software.

         (d)      environmental conditions, including, but not limited to,
                  insufficient, excessive, or irregular electrical power,
                  failure of air conditioning, excessive heat or humidity,
                  flood, water, wind or lightening.

         (e)      use of the Covered Software for purposes other than those
                  which it was expressly designed.

         (f)      the relocation or reinstallation of the Covered Software.

         (g)      the use of any software other than the Covered Software.

**IMPORTANT ** MAINTENANCE IS EFFECTIVE 7 DAYS AFTER SHIP DATE OF SOFTWARE. SEE
                    SECTION II, ITEM 1 ABOVE. **IMPORTANT**

                             Last Modified 08/01/03



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6.       Blackbaud reserves the right to charge additional support fees at its
         then standard rates for services performed in connection with reported
         incidents that are later determined to have been due to hardware or
         software not supplied by Blackbaud. Notwithstanding the foregoing,
         Blackbaud has no obligation to perform support services in connection
         with issues resulting from hardware or software not supplied by
         Blackbaud.


IV.      SOFTWARE MODIFICATIONS

         Any modifications that You make to the Software, including any
         modifications to any third party licensed software included with or
         embedded in the Software, will render any Maintenance or Warranty
         obligations contained in this Agreement null and void. Blackbaud will
         not be liable, in any respect, for any such modifications or any
         errors, losses or damage resulting from such modifications. Blackbaud
         has no other responsibilities with respect to Maintenance other than
         those specified in this Section and will not be responsible for
         maintaining other than the most current, unaltered release of the
         Software.

V.       DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

1.       NO WARRANTIES: BLACKBAUD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR
         RESULTS OBTAINED BY YOU IN USING THE SOFTWARE, THAT THE SOFTWARE WILL
         MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE
         UNINTERRUPTED OR ERROR FREE. THE SOFTWARE IS LICENSED "AS IS" AND THE
         MAINTENANCE SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A
         WORKMANLIKE MANNER. BLACKBAUD EXPRESSLY DISCLAIMS ANY AND ALL OTHER
         WARRANTIES WITH RESPECT TO THE SOFTWARE AND SERVICES, EITHER EXPRESS OR
         IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
         MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2.       LIMITATION OF LIABILITY. IN NO EVENT WILL BLACKBAUD BE LIABLE FOR ANY
         LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST
         OF COVER OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
         DAMAGES ARISING OUT OF THE DELIVERY OF MAINTENANCE SERVICES OR ANY
         DELAY IN DELIVERY OF THE MAINTENANCE SERVICES. BLACKBAUD'S MAXIMUM
         AGGREGATE LIABILITY (WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER
         FORM OF LIABILITY) FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED,
         SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE
         RELEVANT SERVICES GIVING RISE TO THE LIABILITY.

VI.      GENERAL

1.       Delivery of any Software Maintenance service to You by Blackbaud is
         subject to conditions beyond the control of Blackbaud or its agents,
         including but not limited to, Acts of God, acts of any public enemy,
         fire, flood, epidemic or quarantine restrictions, strikes, riots or
         civil commotion, freight or other embargoes, weather conditions or any
         failures by Blackbaud's subcontractors or suppliers.

2.       You may not sub-license, sell, rent, lend or lease any portion of the
         Covered Software. You may not translate or create derivative works
         based on the Covered Software.

3.       You may cancel maintenance by giving notice at least 30 days notice in
         advance of the annual period renewal date. Cancellations will become
         effective on the renewal date. No credit will be given for partial
         Maintenance periods. If You allow your Maintenance coverage to lapse,
         You may purchase telephone and/or email support for currently supported
         software versions on an as-needed basis. Telephone and/or email support
         is billed at $200 per hour, with a minimum charge of one hour. After
         the first hour, support is billed in 15-minute increments of $50.00
         each. Software updates and access to the Support web site are not
         available without Maintenance.

4.       Reinstatement of lapsed Maintenance will require full payment of
         Maintenance fees that would have been due from the expiration of the
         last active Maintenance period through the reinstatement date, plus a
         15% administrative surcharge. Payment of the applicable amount for the
         current Maintenance period will be due upon reinstatement. This
         reinstatement policy applies if Maintenance has been cancelled or there
         is otherwise a lapse in Maintenance coverage, such as for nonpayment of
         fees. Upon reinstatement, You will receive the latest version of the
         software.

5.       All provisions of this agreement shall be governed by the laws of South
         Carolina.

6.       If You choose not to install the latest version of the Covered
         Software, Blackbaud reserves the right to limit the scope of the
         Maintenance services provided.


**IMPORTANT ** MAINTENANCE IS EFFECTIVE 7 DAYS AFTER SHIP DATE OF SOFTWARE. SEE
                    SECTION II, ITEM 1 ABOVE. **IMPORTANT**

                             Last Modified 08/01/03