Legal AMC Template

LEGAL AMC (ANNUAL MAINTENANCE CONTRACT)

This Annual Maintenance Contract ("Agreement") is entered into as of Effective Date: by and between Client Name: Client Address: and Provider Name: Provider Address: .

RECITALS

WHEREAS, Client operates and maintains certain equipment, systems, software, or property as described in the Scope of Services and desires periodic maintenance, repair, and support; and

WHEREAS, Provider represents that it possesses the requisite expertise, personnel, and licensing to provide the maintenance services set forth herein and is willing to provide such services under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment, and administration of the maintenance services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the maintenance, inspection, repairs, preventative maintenance, and support tasks specifically set forth in the Scope of Services. Specific tasks, frequencies, response times, and exclusions are detailed in Section 2 and the Scope of Services appendix.

1.2 "Business Day" means any day other than a Saturday, Sunday or statutory public holiday in the Governing Law jurisdiction.

2. SCOPE OF SERVICES

2.1 Provider shall perform the Services described in the Scope of Services below. Provider shall deliver Services in a professional and workmanlike manner consistent with industry standards applicable to the nature of the work.

3. TERM; RENEWAL

3.1 Initial Term: This Agreement shall commence on Commencement Date: and shall continue for an initial term of months unless earlier terminated in accordance with this Agreement.

3.2 Renewal: This Agreement shall automatically renew for successive terms of months unless either party provides written notice of non-renewal at least days prior to the expiration of the then-current term.

4. FEES AND PAYMENT

4.1 Fees: Client shall pay Provider the fees set forth below and in any invoice or schedule attached hereto. Recurring AMC Fee: per . Additional services outside the Scope of Services will be charged at Provider's standard rates unless otherwise agreed in writing.

4.2 Invoicing and Payment Terms: Provider shall invoice Client in accordance with the billing period. Payment is due within days of invoice date. Late payments shall accrue interest at per month or the maximum allowed by law, whichever is lower.

5. PERFORMANCE STANDARDS; RESPONSE

5.1 Provider shall use qualified personnel and shall comply with applicable laws, regulations and industry standards. Provider shall maintain records of services performed and shall provide reports to Client upon request.

5.2 Response Time: Provider shall commence corrective action for emergency calls within hours from notification and for non-emergency calls within hours.

6. SUBCONTRACTING

Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for the performance of such subcontractors and ensures that all subcontractors comply with the terms of this Agreement.

7. CONFIDENTIALITY

Each party shall maintain in confidence all information disclosed by the other party that is marked confidential or that, by nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly available, rightfully received from a third party without breach, or independently developed without use of the other party's Confidential Information.

8. INTELLECTUAL PROPERTY

Except as expressly provided herein, each party shall retain all right, title and interest in and to its pre-existing intellectual property. Any new intellectual property developed solely by Provider in the course of performing the Services shall remain the property of Provider, provided that Client is granted a non-exclusive, royalty-free license to use any deliverables for Client's internal use in connection with the maintained systems.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, or indemnity obligations, neither party shall be liable to the other for indirect, incidental, consequential, punitive, or special damages. The aggregate liability of Provider for any claim arising out of or related to this Agreement shall not exceed the total amount of fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. INSURANCE

Provider shall maintain insurance coverage appropriate to the Services, including commercial general liability and workers' compensation as required by law. Provider shall provide certificates of insurance upon Client's reasonable request.

12. TERMINATION

Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon days written notice to the other party, subject to payment for Services performed through the effective date of termination.

13. FORCE MAJEURE

Neither party shall be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disaster, labor disputes, governmental actions, or other force majeure events; provided that the affected party gives prompt written notice to the other and uses commercially reasonable efforts to resume performance.

14. NOTICES

All notices under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth below (or to such other address as either party may designate by notice). Notices shall be deemed given upon personal delivery, electronic delivery with confirmation, or three (3) days after deposit in the U.S. mail, postage prepaid.

15. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

16. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation. If negotiation fails, disputes shall be submitted to in .

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any attachments and exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision to carry out the parties' intent.

18. MISCELLANEOUS

18.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other except to an affiliate or successor in interest by merger or acquisition, provided that the assigning party remains liable for performance.

18.2 Relationship of the Parties: Provider is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship between the parties.

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