MAINTENANCE AND SUPPORT AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Service Provider Name], a company/individual organized and existing under the laws of [State/Country], with its principal office at [Service Provider Address] (“Service Provider”),
AND
[Client Name], a company/individual organized and existing under the laws of [State/Country], with its principal office at [Client Address] (“Client”).
WHEREAS
- The Client owns or uses certain equipment, software, or systems as described herein;
- The Service Provider is engaged in the business of providing maintenance and support services;
- The Client wishes to engage the Service Provider to provide maintenance and support services on the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. DEFINITIONS
1.1 “Supported Items” means the equipment, software, or systems described in Schedule A attached to this Agreement.
1.2 “Maintenance Services” means the preventive and corrective maintenance services specified in Schedule B.
1.3 “Support Services” means technical support and troubleshooting services as further described in Schedule B.
2. SCOPE OF SERVICES
2.1 The Service Provider shall provide Maintenance and Support Services for the Supported Items as detailed in Schedule B.
2.2 The Service Provider shall use reasonable skill, care, and diligence in providing the Services.
2.3 Any services outside the scope of this Agreement will require a separate written agreement and may incur additional charges.
3. TERM AND TERMINATION
3.1 Term: This Agreement shall commence on [Effective Date] and continue for [Initial Term, e.g., one (1) year], unless terminated earlier in accordance with this Agreement.
3.2 Renewal: Upon expiration of the Initial Term, this Agreement may be renewed for additional periods of [Renewal Term, e.g., one (1) year] upon mutual written agreement of the parties.
3.3 Termination for Convenience: Either party may terminate this Agreement by providing [Notice Period Days] days’ written notice to the other party.
3.4 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within [Cure Period Days] days after receipt of written notice of such breach.
3.5 Effect of Termination: Upon termination, the Service Provider shall cease providing Services, and the Client shall pay for all Services rendered up to the effective date of termination.
4. FEES AND PAYMENT
4.1 The Client shall pay the Service Provider fees as set forth in Schedule C.
4.2 Invoices shall be issued [Monthly/Quarterly/Annually/Upon Completion] and are due within [Payment Terms, e.g., 30 days] of the invoice date.
4.3 Late payments may incur interest at a rate of [Interest Rate]% per month or the maximum allowed by law, whichever is less.
5. CLIENT OBLIGATIONS
5.1 The Client shall provide the Service Provider with reasonable access to the Supported Items and relevant facilities as necessary for the provision of Services.
5.2 The Client shall promptly notify the Service Provider of any issues or defects requiring Maintenance or Support Services.
5.3 The Client shall ensure that all necessary backups are performed before any maintenance work, unless otherwise agreed.
6. SERVICE LEVELS
6.1 The Service Provider shall use reasonable efforts to respond to support requests within [Response Time, e.g., 24 hours] and to resolve issues within [Resolution Time, e.g., 72 hours], subject to the terms in Schedule B.
6.2 Service hours are [Service Hours, e.g., Monday to Friday, 9:00 AM to 5:00 PM, excluding public holidays], unless otherwise specified in Schedule B.
7. WARRANTIES AND DISCLAIMERS
7.1 The Service Provider warrants that the Services will be performed in a professional and workmanlike manner.
7.2 Except as expressly stated, the Service Provider makes no other warranties, express or implied, including any warranties of merchantability or fitness for a particular purpose.
8. LIMITATION OF LIABILITY
8.1 To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement.
8.2 The Service Provider’s total liability under this Agreement shall not exceed the total fees paid by the Client in the [12] months preceding the claim.
9. CONFIDENTIALITY
9.1 Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement and not to use or disclose such information except as required to perform its obligations under this Agreement.
10. INTELLECTUAL PROPERTY
10.1 All intellectual property rights in any materials, documentation, or software provided by the Service Provider shall remain the property of the Service Provider unless otherwise agreed in writing.
11. FORCE MAJEURE
11.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, epidemic, or governmental action.
12. NOTICES
12.1 Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as either party may designate by notice.
13. GOVERNING LAW
13.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
14. GENERAL PROVISIONS
14.1 Entire Agreement: This Agreement, including all Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
14.2 Amendments: Any amendment or modification to this Agreement must be in writing and signed by both parties.
14.3 Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
14.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
15. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Maintenance and Support Agreement as of the date first written above.
[Service Provider Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
[Client Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
Schedule A: Description of Supported Items
[List all equipment, software, or systems covered under this Agreement.]
Schedule B: Description of Maintenance and Support Services
[Detail the specific maintenance and support services to be provided, including service levels, response times, and procedures.]
Schedule C: Fees and Payment Terms
[Set out the fees, payment schedule, and any additional charges.]
