1. Parties
This Maintenance Agreement (the "Agreement") is made on [DATE] between [PROVIDER NAME], of [PROVIDER ADDRESS] (the "Provider"), and [CUSTOMER NAME], of [CUSTOMER ADDRESS] (the "Customer"), together the "Parties".
2. Covered Equipment, Systems, or Property
This Agreement covers the items listed in Exhibit A (the "Covered Items"), located at [SERVICE ADDRESS(ES)], including for each item its description, make, model, serial or asset number, and age or installation date where known. Items not listed in Exhibit A are not covered. The Provider may inspect the Covered Items before the start date and note any existing defects in Exhibit A; repairs needed to bring an item up to a maintainable condition are quoted separately.
3. Scheduled Maintenance
The Provider will perform the scheduled maintenance described in Exhibit B (the "Maintenance Schedule"), for example: [TASK, e.g. filter replacement and system inspection], [FREQUENCY, e.g. quarterly]; [TASK, e.g. software and security updates], [FREQUENCY, e.g. monthly]; [TASK, e.g. mowing, edging and leaf removal], [FREQUENCY, e.g. weekly from April to October]. Visits will take place during [BUSINESS HOURS / AGREED WINDOWS], scheduled at least [NUMBER] days in advance. After each visit, the Provider will give the Customer a short written report of the work done and any issues found.
4. Repair Calls and Response Times
The Customer may request repairs by [PHONE / EMAIL / TICKETING SYSTEM] at [CONTACT DETAILS]. The Provider will respond as follows, measured from the time the request is received: Emergency (the Covered Item is down and operations, safety, or property are at risk): [RESPONSE TIME, e.g. on site or remote within 4 hours, 24/7]; Urgent (reduced function): [RESPONSE TIME, e.g. within 1 business day]; Routine: [RESPONSE TIME, e.g. within 3 business days]. Repair labor for Covered Items is [INCLUDED IN THE FEE UP TO NUMBER HOURS PER MONTH / CHARGED AT HOURLY RATE, WITH AFTER-HOURS RATE OF AMOUNT]. Response times are targets the Provider will use reasonable efforts to meet; if the Provider misses the emergency response time more than [NUMBER] times in any [PERIOD], the Customer is entitled to [SERVICE CREDIT, e.g. 10% of that month's fee].
5. Exclusions
Unless agreed in writing, this Agreement does not cover: (a) damage caused by misuse, neglect, accident, vandalism, fire, flood, storms, power surges, or other events outside normal use; (b) repairs needed because someone other than the Provider modified or repaired a Covered Item; (c) replacement of a Covered Item that has reached the end of its useful life or can no longer be repaired economically; (d) upgrades, relocations, new installations, or code-compliance work; (e) consumables and [OTHER EXCLUDED ITEMS]; and (f) [INDUSTRY-SPECIFIC EXCLUSIONS, e.g. data recovery, tree removal, refrigerant refills]. The Provider will tell the Customer before starting any excluded work and quote it separately.
6. Parts and Materials
Parts and materials are [INCLUDED UP TO AMOUNT PER YEAR / BILLED AT COST PLUS PERCENTAGE% / BILLED AT LIST PRICE]. The Provider will get the Customer's approval before using any single part or material costing more than [AMOUNT]. Parts will be new or equivalent to new and carry the manufacturer's warranty, which the Provider will pass on to the Customer where possible.
7. Customer Responsibilities
The Customer will give the Provider safe and timely access to the Covered Items and service areas, any passwords or credentials needed, and a contact person available during visits; operate the Covered Items according to the manufacturer's instructions; report problems promptly; and not allow anyone else to repair or modify the Covered Items without telling the Provider. If a visit cannot take place because access is not provided, the Provider may charge a call-out fee of [AMOUNT].
8. Fees and Payment
The Customer will pay a maintenance fee of [AMOUNT] per [MONTH / QUARTER / YEAR], in advance, by [PAYMENT METHOD]. Additional work is invoiced monthly at the rates in Exhibit C. Invoices are due within [NUMBER] days. The Provider may suspend non-emergency services while any invoice is more than [NUMBER] days overdue, after giving written notice. The Provider may adjust the fee at renewal by giving written notice at least [NUMBER] days before the renewal date.
9. Term and Renewal
This Agreement starts on [START DATE] and runs for [INITIAL TERM, e.g. 12 months] (the "Initial Term"). [CHOOSE ONE: (a) It then ends unless the Parties sign a renewal; or (b) it renews automatically for successive [RENEWAL TERM] periods unless either Party gives written notice of non-renewal at least [NUMBER] days before the end of the current term.] If the Agreement renews automatically, the Provider will send the Customer a written reminder of the renewal and the cancellation deadline at least [NUMBER, e.g. 15 to 30] days before that deadline, or any earlier time required by law.
10. Workmanship Warranty
The Provider will perform all work in a professional manner, by trained personnel, in line with the manufacturer's recommendations and applicable codes. If any work is defective, the Provider will redo it at no extra charge if the Customer reports it within [NUMBER] days. This is the Customer's sole remedy for defective workmanship, to the extent permitted by law.
11. Insurance and Liability
The Provider will maintain [GENERAL LIABILITY / PROFESSIONAL LIABILITY / WORKERS' COMPENSATION] insurance of at least [AMOUNT] and provide a certificate on request. To the extent permitted by law, neither Party is liable for indirect or consequential losses, including lost profits, data, or business interruption, and the Provider's total liability in any 12-month period is limited to the fees paid in that period, except for injury to persons or damage to property caused by the Provider's negligence.
12. Termination
Either Party may terminate this Agreement if the other materially breaches it and does not cure the breach within [NUMBER] days of written notice. The Customer may also terminate for convenience with [NUMBER] days' written notice [OPTIONAL: on payment of an early-termination fee of AMOUNT]. On termination, the Customer pays for services performed and approved parts supplied up to the termination date, and any prepaid fees for later periods are refunded pro rata.
13. General Terms
The Provider is an independent contractor and may use qualified subcontractors, remaining responsible for their work. This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], is the entire agreement between the Parties about the maintenance services, and may be changed only in writing. Updates to Exhibit A or B may be agreed by email. If any provision is held invalid, the rest remains in effect. The Parties agree that this Agreement may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.
14. Signatures
PROVIDER: [PROVIDER NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE] CUSTOMER: [CUSTOMER NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE]