Maintenance Services Agreement

MAINTENANCE SERVICES AGREEMENT

This Maintenance Services Agreement (the Agreement) is made and entered into as of by and between Service Provider: , with principal address at , and Client: , with principal address at .

RECITALS

WHEREAS, Service Provider is engaged in the business of providing maintenance, repair, and related facilities services and possesses the personnel, tools, and expertise to perform such services; and

WHEREAS, Client desires to retain Service Provider to provide maintenance services for the equipment, systems, and premises described in this Agreement and Service Provider agrees to provide such services under the terms and conditions set forth herein; and

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

SCOPE OF WORK

Service Provider shall provide preventive maintenance, corrective repairs, inspections, and other services as set forth below. Services include labor, supervision, and standard consumable supplies unless expressly excluded. Service Provider shall perform services in a professional manner consistent with industry standards.

PAYMENT TERMS

In consideration of the services to be provided, Client shall pay Service Provider in accordance with the following terms.

Any undisputed amount not paid within days after the invoice due date shall accrue interest at the lesser of % per month or the maximum rate permitted by law. Client shall reimburse Service Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless terminated earlier in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breach is not cured within the notice period specified above. Either party may terminate for convenience upon providing the notice specified above. Termination shall not relieve Client of the obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, financial or operational information disclosed by one party to the other, whether orally, in writing or by inspection. The receiving party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or subcontractors with a need to know who are bound by obligations of confidentiality no less protective than those in this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party, was already known to the receiving party without restriction, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

INSURANCE; LIABILITY; INDEMNIFICATION

Service Provider shall maintain insurance customary for the scope of work, including commercial general liability and workers' compensation as required by law. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Service Provider shall indemnify and hold Client harmless from claims arising out of Service Provider's negligence or breach of law in performing services. Client shall indemnify Service Provider for claims arising from Client's negligence, misuse of equipment, or failure to disclose known hazards.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties agree that any dispute arising under this Agreement shall be resolved in the state or federal courts located in the selected jurisdiction unless the parties agree in writing to another forum.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments or written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice. Notice is effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein creates an employment relationship, joint venture, or partnership. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or to a purchaser of substantially all its assets.

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