Maintenance Service Addendum

MAINTENANCE SERVICE ADDENDUM

Effective Date:   Client Name:   Service Provider Name:

Reference Agreement Date:   Reference Agreement Number:

WHEREAS

WHEREAS, Client Name: engages Service Provider Name: to perform maintenance services in accordance with the terms of the Reference Agreement; and

WHEREAS, the parties desire to amend and supplement the Reference Agreement to specify the scope, schedule, payment terms, and other conditions applicable to the maintenance services described in this Addendum.

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

1. SCOPE OF WORK

Weekly    Bi-weekly    Monthly    Quarterly    On-call / As-needed

2. PAYMENT TERMS

Regular Service Fee (per billing period): $

Late Payment Fee: % per month on overdue amounts after a grace period of days from invoice due date.

All fees are exclusive of sales, use, value-added or other taxes imposed by any governmental authority; Client is responsible for payment of such taxes where applicable.

3. TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Addendum for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Addendum and fails to cure such breach within days after receipt of written notice specifying the nature of the breach.

Termination of this Addendum will not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, and Service Provider will deliver any deliverables completed as of the effective date.

4. CONFIDENTIALITY

For purposes of this Addendum, "Confidential Information" means business, technical, financial and other non-public information disclosed by one party to the other in connection with the services, including equipment specifications, service reports, pricing, and customer data. Confidential Information does not include information that (i) is or becomes generally known to the public through no wrongful act of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is lawfully obtained from a third party without breach of any obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party will (a) use Confidential Information solely to perform its obligations under this Addendum, (b) restrict access to Confidential Information to employees, contractors or agents with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) employ reasonable administrative, physical and technical safeguards to protect Confidential Information from unauthorized disclosure.

The confidentiality obligations will survive termination of this Addendum for a period of years, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. INSURANCE AND COMPLIANCE

Service Provider shall maintain insurance coverages customary for the type of services provided, including commercial general liability and workers' compensation where required. Upon request, Service Provider will furnish certificates of insurance reasonably satisfactory to Client. Service Provider will comply with all applicable laws, ordinances and regulations in performing services under this Addendum.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING OUT OF THIS ADDENDUM SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER FOR THE SERVICES PROVIDED UNDER THIS ADDENDUM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW

This Addendum shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

8. ENTIRE AGREEMENT; AMENDMENT

This Addendum, together with the Reference Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification of this Addendum will be effective unless in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

If any provision of this Addendum is held to be unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Addendum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Any notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by notice to the other party.

Sign Now