Heating System Maintenance Agreement

HEATING SYSTEM MAINTENANCE AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of inspection, maintenance and repair of heating systems and employs personnel trained and qualified to perform routine maintenance and limited repairs on such systems; and

WHEREAS, Client owns or lawfully controls the premises identified above and desires to retain Service Provider to perform scheduled maintenance and related services for the heating system described in this Agreement on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

1. System Identification

System Location:

Make / Model / Serial No.:

2. Scope of Work

Service Provider will perform routine maintenance services described below and any additional services expressly agreed in writing. Routine maintenance includes inspection, cleaning, system safety checks, filter replacement (if supplied), ignition and combustion checks, pilot adjustment, burner inspection, flue and vent inspection, lubrication of moving parts where applicable, and diagnostic testing necessary to confirm safe operation.

3. Service Schedule

Service Frequency (select all that apply):
Monthly Quarterly Semi-Annual Annual

Additional scheduled visits or special inspections may be provided by written change order executed by both parties.

4. Payment Terms

Service Fee (per scheduled visit or period as agreed): $

Payment Schedule:

Late Payment: Any undisputed amount not paid when due will accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Service Provider may suspend services after or upon days' written notice.

5. Exclusions; Repairs

This Agreement covers routine maintenance only. Replacement parts, major repairs, system overhauls, ductwork repair, or equipment replacement are excluded unless expressly included in a signed change order. Service Provider will notify Client of any recommended repairs and provide a written estimate prior to commencing non-emergency work.

6. Term and Termination

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach may be immediate if the breaching party fails to cure within days after written notice describing the breach.

7. Confidentiality

Each party shall treat as confidential all information disclosed by the other marked or reasonably understood to be confidential, including system records, operational parameters, and pricing (Confidential Information). Confidential Information shall not be disclosed to third parties except to employees, agents or subcontractors who have a need to know and are bound to confidentiality obligations no less protective than this Agreement. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party or that is required to be disclosed by law.

8. Warranties; Limitations of Liability

Service Provider warrants that work performed under this Agreement will be performed in a workmanlike manner consistent with industry standards for a period of days from completion of the specific service. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, AND SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER DURING THE PRIOR TWELVE (12) MONTHS.

9. Indemnification and Insurance

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct in performance of this Agreement. Service Provider shall maintain commercial general liability and, where applicable, workers' compensation insurance with minimum coverage limits of $ and shall provide evidence of insurance upon request.

10. Access, Safety and Permits

Client shall provide safe access to the system and premises and shall obtain and pay for any permits, inspections or approvals required by authorities having jurisdiction. Service Provider may refuse to perform work if conditions are unsafe or present a risk to personnel or property.

11. Change Orders

Any change to the Scope of Work, price, or schedule shall be made only by a written change order signed by both parties. Change orders shall describe the scope change, additional compensation (if any) and any adjustment to the schedule.

12. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the governing state unless the parties agree otherwise in writing.

13. Notices

All notices must be in writing and delivered to the addresses below by personal delivery, certified mail, or nationally recognized courier.

14. Assignment

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliated company or successor in interest in connection with a sale of substantially all of its assets or business.

15. Entire Agreement

This Agreement, including any exhibits and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by both parties.

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