Routine Maintenance Service

ROUTINE MAINTENANCE SERVICE AGREEMENT

This Routine Maintenance Service Agreement (the Agreement) is entered into as of by and between:

Service Provider Name:

Service Provider Address:

Client Name:

Client Address:

Recitals

WHEREAS, Service Provider is engaged in the business of providing routine maintenance, inspection, repair, and preventative services for facilities, equipment, and other assets described in this Agreement; and

WHEREAS, Client desires to retain Service Provider to perform routine maintenance services at the locations and on the schedule set forth herein, and Service Provider agrees to perform such services under the terms and conditions contained in this Agreement; and

WHEREAS, the parties intend this Agreement to define their respective obligations, compensation, and the procedures for performance, invoicing, and termination.

Scope of Work

Service Provider shall provide routine maintenance services including, but not limited to, inspections, preventive maintenance, minor repairs, cleaning, lubrication, testing, replacement of consumable parts, and documented reporting as required for the systems and locations listed below. Specific tasks, frequencies, and performance standards are described in the Scope of Work field and any attached schedules.

Payment Terms

Client shall pay Service Provider compensation in accordance with the following terms. All amounts are stated in lawful currency unless otherwise specified.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the Notice Period after receipt of written notice specifying the breach. Either party may terminate for convenience upon the provision of the Notice Period.

By checking this box, the parties agree this Agreement will automatically renew for successive terms of the same duration until terminated in accordance with this Agreement.

Confidentiality

Each party (the Receiving Party) shall hold in confidence and shall not disclose to any third party any Confidential Information of the other party (the Disclosing Party). "Confidential Information" means non-public business, technical, financial, and operational information disclosed in connection with performance under this Agreement. Confidential Information does not include information which: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) is rightfully received from a third party without restriction on disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and, where permitted, reasonable assistance in obtaining a protective order.

The Receiving Party shall use Confidential Information solely for the purposes of performing obligations under this Agreement and shall return or destroy Confidential Information upon termination or upon the Disclosing Party's written request. The confidentiality obligations hereunder shall survive termination for a period of three (3) years, except for trade secrets which shall remain confidential for the period provided by applicable law.

Insurance and Liability

Service Provider shall maintain, at its expense, commercial general liability insurance and, where applicable, workers' compensation and automobile liability insurance with limits customary for its industry. Service Provider shall provide certificates of insurance upon Client request. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, or punitive damages.

Governing Law

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

Entire Agreement; Amendments

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

Dispute Resolution

The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior representatives. If negotiation fails, the parties may pursue mediation. If mediation is unsuccessful, disputes shall be resolved in the courts located in the county and state specified in the Governing Law section, and each party consents to personal jurisdiction and venue therein.

Notices

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to a successor in interest in connection with a sale of substantially all of its assets or business related to this Agreement.

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