Maintenance Document Template

Maintenance Document Template

This Maintenance Service Agreement (the "Agreement") is made and entered into by and between Client Name: , with principal address at Client Address: (hereinafter "Client"), and Service Provider Name: , with principal address at Service Provider Address: (hereinafter "Service Provider").

Recitals

WHEREAS, Client owns, operates, or occupies certain premises or equipment for which routine maintenance, repair and inspection services are required; and

WHEREAS, Service Provider is experienced and qualified to perform the maintenance services described in this Agreement and is willing to provide such services to Client under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the maintenance services described below and any ancillary tasks reasonably necessary for the completion of such services in a professional and workmanlike manner.

Payment Terms

Client shall pay Service Provider for the services performed in accordance with the following terms. Invoices shall reference the Agreement and be itemized to reflect labor, parts, and other reimbursable expenses.

Payments not received within the time specified in the Payment Schedule shall bear interest at the rate set forth above and Client shall be responsible for all collection costs, including reasonable attorney's fees, incurred by Service Provider in enforcing payment.

Term and Termination

This Agreement shall commence on Start Date: and shall continue through End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and materials supplied through the effective date of termination. Service Provider shall return Client property and any confidential information in accordance with the Confidentiality provisions below.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to: (a) maintain the confidentiality of Confidential Information of the other; (b) not use such Confidential Information except for the performance of obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to receipt from the disclosing party; (iii) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the receiving party gives the disclosing party prompt written notice and seeks protective treatment of the information.

Insurance; Indemnity; Warranties

Service Provider shall maintain insurance coverages customary for the performance of the services, including commercial general liability and worker's compensation as required by law. Service Provider shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses arising from Service Provider's negligent acts or omissions in performance of the services, except to the extent caused by Client's gross negligence or willful misconduct.

Service Provider warrants that services will be performed in a professional manner consistent with industry standards. Service Provider's sole obligation for warranty claims shall be to re-perform deficient services or, at Service Provider's option, refund the fees attributable to the deficient services. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS PARAGRAPH, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

Limitation of Liability

Except for liability arising from willful misconduct or indemnity obligations, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages, and the aggregate liability of either party arising out of or related to this Agreement shall not exceed the total amount paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Inspection and Acceptance

Client shall have the right to inspect completed services and deliverables. If Client reasonably determines that services do not conform to the requirements of this Agreement, Client shall notify Service Provider in writing and Service Provider shall, at its expense, promptly correct or re-perform such services to conform with the Agreement.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of Governing Law: , without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If negotiation fails, the parties may pursue any available legal remedy in the courts of the chosen jurisdiction.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments incorporated by reference, 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. Any amendments or modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

Survival

The provisions of this Agreement that by their nature should survive termination or expiration, including but not limited to payment obligations, confidentiality, indemnity, limitation of liability, and governing law, shall survive any termination or expiration of this Agreement.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as either party may designate by written notice. Notices are effective upon receipt.

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