Client-Friendly Maintenance Agreement Template

In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [Place of Performance], on which commercial banks are generally open for business.

"Confidential Information" means all information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential, including technical, operational, financial and commercial information and the terms of this Agreement.

"Contract Price" means the fixed fee payable by the Client to the Service Provider for the Maintenance Services during the Term, as set out in Section 10 and stated as [Contract Price] per [Payment Period].

"Critical Failure" means any Fault that causes the complete cessation of, or a material impairment in, the operation of any Equipment, or that creates a risk to health, safety, security or the environment, or that causes or is reasonably likely to cause a material interruption to the Client's business operations.

"Equipment" means the equipment, machinery, systems, installations, fixtures and facilities of the Client identified in [Equipment List and Description], together with all components, software and accessories forming part of them, and any replacement or additional items agreed in writing by the Parties.

"Fault" means any defect, failure, malfunction, breakdown, deterioration or non-conformity in the Equipment that prevents it from operating in accordance with its specifications, manufacturer recommendations or intended use.

"Good Industry Practice" means the exercise of that degree of skill, care, diligence, prudence and foresight that would reasonably be expected from a skilled and experienced provider of maintenance services of the same type as the Maintenance Services, under the same or similar circumstances.

"Maintenance Services" means the preventive maintenance, corrective maintenance, inspections, testing, repairs, reporting and all related services to be performed by the Service Provider under this Agreement, as described in Section 3.

"Response Time" means the period between the time a Fault is notified by the Client to the Service Provider in accordance with this Agreement and the time a suitably qualified engineer of the Service Provider begins diagnosing the Fault, remotely or on Site.

"Repair Time" means the period between the time a Fault is notified by the Client to the Service Provider in accordance with this Agreement and the time the Equipment is restored to full working order and the Client has confirmed such restoration, such confirmation not to be unreasonably withheld.

"Service Credits" means the amounts credited or payable to the Client in accordance with Section 6 as a result of the Service Provider's failure to meet the Service Levels.

"Service Levels" means the Response Times, Repair Times, availability targets and other performance standards set out in Section 5.

"Site" means each location at which the Equipment is installed or situated, as identified in [Site Addresses], and any other location agreed in writing by the Parties.

"Term" means the Initial Term and any Renewal Term, as defined in Section 2.

The headings in this Agreement are for convenience only and do not affect its interpretation. References to Sections are to sections of this Agreement. The words "including" and "includes" mean "including without limitation". References to a statute or regulation include that provision as amended or replaced from time to time. References to "writing" include email unless otherwise stated. No rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement.

In the event of conflict between the provisions of this Agreement, the more specific provision shall prevail over the more general, and any provision more protective of the safety of persons and property shall prevail over any other.

The Client hereby appoints the Service Provider, and the Service Provider hereby accepts the appointment, as the provider of the Maintenance Services in respect of the Equipment at the Site on the terms and subject to the conditions of this Agreement.

This Agreement shall commence on the Effective Date, and the Service Provider shall begin performing the Maintenance Services on [Service Commencement Date] (the "Service Commencement Date"). The initial term shall continue for [Initial Term Duration] from the Service Commencement Date (the "Initial Term"), unless terminated earlier in accordance with this Agreement.

Following expiry of the Initial Term, this Agreement shall renew for successive periods of [Renewal Period Duration] (each a "Renewal Term") only if the Client so elects by written notice delivered to the Service Provider not less than [Renewal Notice Period] before the expiry of the then-current term. In the absence of such notice, this Agreement shall expire at the end of the then-current term.

The appointment of the Service Provider is non-exclusive. The Client reserves the right to perform maintenance itself or to engage third parties for any work that falls outside the Maintenance Services, and for any Maintenance Services that the Service Provider is unable or fails to perform in accordance with this Agreement, without liability to the Service Provider and without affecting the Service Provider's obligations in respect of other Maintenance Services.

Within [Transition Period] after the Effective Date, the Service Provider shall, at its own cost, carry out a baseline inspection of the Equipment, prepare a written condition report identifying any pre-existing Faults, deficiencies or recommended works, and submit it to the Client for approval. The Service Provider shall not be entitled to claim any additional charge in respect of Faults that could reasonably have been identified in such inspection but were not reported within that period.

The Service Provider shall not commence the Maintenance Services until it has delivered to the Client the evidence of insurance required under Section 12 and the personnel details required under Section 8.

Each Party warrants that it has full power and authority to enter into and perform this Agreement and that this Agreement constitutes its legal, valid and binding obligation.

The Service Provider shall provide the Maintenance Services in respect of all Equipment throughout the Term, comprising the preventive maintenance, corrective maintenance and ancillary services described in this Section 3 and any other services reasonably necessary for the proper functioning of the Equipment.

Preventive maintenance shall include scheduled inspections, cleaning, lubrication, adjustment, calibration, testing, safety checks, software and firmware updates (where applicable), and replacement of wearing parts, in each case at the intervals and to the extent specified in [Preventive Maintenance Schedule], and in any event as recommended by the manufacturer of the relevant Equipment and in accordance with Good Industry Practice, whichever is more stringent.

Corrective maintenance shall include the diagnosis, repair and restoration to full working order of any Fault, whether reported by the Client or detected by the Service Provider, including emergency call-outs, remote support through a help desk available [Support Hours], and on-Site attendance.

The Service Provider shall, in addition: (i) maintain an accurate log of all Equipment, maintenance activities, Faults, parts replaced and test results; (ii) provide the Client with a written service report within [Report Period] after each visit; (iii) provide monthly performance reports showing performance against the Service Levels; (iv) advise the Client promptly of any condition that may lead to a Fault or may affect safety; and (v) make recommendations for upgrades, replacements or improvements without any obligation on the Client to accept them.

The Maintenance Services shall include all labor, travel, accommodation, tools, test equipment, vehicles, and supervision required for their performance. Unless expressly excluded in [Excluded Services], no item of cost shall be payable by the Client other than the Contract Price.

The following are excluded from the Maintenance Services and shall be chargeable only if the Client has approved a written quotation in advance: (i) repairs necessitated solely by the willful misconduct or gross negligence of the Client's personnel; (ii) repairs necessitated by fire, flood or similar external casualty; and (iii) any other services listed in [Excluded Services]. The Service Provider shall promptly notify the Client if it considers that a Fault falls within these exclusions and shall provide supporting evidence, and shall in the meantime take all reasonable steps to make the Equipment safe.

Additions, removals or substitutions of Equipment, and any other changes to the Maintenance Services, shall be effective only by written amendment signed by both Parties. Any such change shall be priced on a basis consistent with the Contract Price, with the pricing basis in [Change Pricing Methodology].

The Service Provider shall not suspend or withhold any Maintenance Services on grounds of any dispute, including any dispute regarding payment, except where the Client has failed to pay undisputed amounts for more than [Suspension Threshold Period] after a written final notice.

The Service Provider shall perform the Maintenance Services (i) with due skill, care and diligence, (ii) in accordance with Good Industry Practice, (iii) in compliance with the manufacturers' specifications and recommendations, and (iv) in compliance with all applicable laws, regulations, permits, codes and standards, including those relating to health, safety, security, and environmental protection.

The Service Provider shall ensure that the Maintenance Services are performed by appropriately trained, qualified, licensed and experienced personnel, and that all tools, test equipment and materials used are suitable, properly calibrated, maintained in good condition, and (where applicable) certified.

The Service Provider shall comply with all Site rules, safety procedures, security requirements, permit-to-work systems and reasonable instructions of the Client notified to it from time to time, and shall conduct its activities so as to cause minimum disruption to the Client's operations.

The Service Provider shall perform the Maintenance Services in a manner that does not void, impair or prejudice any manufacturer's or supplier's warranty over the Equipment. Where any act or omission of the Service Provider voids or impairs such warranty, the Service Provider shall be liable to the Client for all resulting loss, including the cost of repair or replacement that would otherwise have been covered by the warranty.

The Service Provider shall immediately notify the Client of any accident, incident, injury, near miss, environmental release, damage to property or regulatory notice arising in connection with the Maintenance Services, and shall provide a written report and cooperate fully in any investigation.

The Service Provider shall appoint a suitably senior and experienced account manager, identified as [Service Provider Representative], who shall have authority to act on its behalf, and shall participate in service review meetings with the Client at intervals of [Review Meeting Frequency]. The Service Provider shall not replace that person without prior notice to the Client, except where replacement is unavoidable.

The Service Provider shall, upon reasonable notice, permit the Client or its authorized representatives to audit, inspect and test the Maintenance Services, the Service Provider's records and its performance reporting, and shall promptly remedy any deficiencies identified at its own cost.

On completion of each task, the Service Provider shall leave the Site and the Equipment clean, safe and in good order, and shall remove all waste and debris arising from the Maintenance Services in accordance with applicable law.

The Service Provider shall achieve or exceed each Service Level set out in this Section 5 throughout the Term. Faults shall be classified by the Client acting reasonably as follows: "Priority 1" for any Critical Failure; "Priority 2" for any Fault causing significant degradation of performance or operation of the Equipment, but not constituting a Critical Failure; and "Priority 3" for any other Fault.

The Response Time and Repair Time for each priority level shall be as follows: for Priority 1, a Response Time of [P1 Response Time] and a Repair Time of [P1 Repair Time]; for Priority 2, a Response Time of [P2 Response Time] and a Repair Time of [P2 Repair Time]; and for Priority 3, a Response Time of [P3 Response Time] and a Repair Time of [P3 Repair Time]. Priority 1 Faults shall be addressed on a [24 hours a day, 7 days a week] basis, including on public holidays.

The Service Provider shall achieve a minimum availability of the Equipment of [Availability Percentage] per [Measurement Period], calculated as the total hours in the measurement period less hours of unplanned downtime, divided by total hours in the measurement period, excluding only downtime for scheduled preventive maintenance agreed with the Client in advance.

The Service Provider shall complete all scheduled preventive maintenance tasks on or before the dates specified in the schedule agreed under Section 3, and shall achieve a completion rate of [Preventive Maintenance Completion Rate] of scheduled tasks within each [Measurement Period].

Where a Fault recurs within [Recurrence Period] after it was previously repaired, or where the same Fault occurs [Recurrence Number] times or more in any [Recurrence Measurement Period], the Service Provider shall, at its own cost, carry out a root cause analysis, deliver a written report to the Client within [Root Cause Report Period], and implement permanent corrective measures. A recurrence shall be treated as a new Fault for the purposes of the Service Levels.

Time periods shall run continuously from the time of notification by telephone, email, help desk portal or any other channel designated by the Client. The Service Provider shall record the time of each notification, and in the absence of such a record, the time stated by the Client shall be deemed correct. Time shall cease to run only for periods during which the Service Provider is demonstrably prevented from accessing the Site or the Equipment solely by the Client's act or omission, provided the Service Provider notified the Client of such prevention immediately in writing.

If the Service Provider cannot achieve a Repair Time, it shall promptly implement a temporary workaround or provide temporary replacement equipment, at its own cost, to restore the Client's operations as far as possible, without prejudice to the Client's rights under this Agreement.

If the Service Provider fails to meet any Service Level, the Client shall be entitled to Service Credits calculated in accordance with this Section 6, without the need to prove loss. Service Credits for failure to meet a Response Time or Repair Time shall be [Service Credit Percentage] of the monthly Contract Price for each [Service Credit Time Unit] of delay, up to a maximum of [Service Credit Cap Percentage] of the monthly Contract Price in any month.

Service Credits for failure to meet the availability target or the preventive maintenance completion rate shall be calculated as [Availability Credit Formula] for each full percentage point below the relevant target, subject to the maximum referred to above.

The Parties acknowledge that Service Credits are a genuine and reasonable pre-estimate of the reduced value of the Maintenance Services and of the inconvenience suffered by the Client, and are not a penalty. The Service Credits represent a price adjustment and are not an exclusive remedy, and are without prejudice to any other right or remedy of the Client, provided that any damages awarded to the Client for the same failure shall be reduced by the Service Credits already applied.

The Service Provider shall calculate Service Credits in each monthly performance report. Service Credits shall be deducted from the next invoice, or, if no further invoice is due, paid by the Service Provider to the Client within [Service Credit Payment Period] of demand. The Client's failure to claim a Service Credit shall not constitute a waiver.

If the Service Provider fails to repair a Priority 1 Fault within [Extended Repair Period] after the applicable Repair Time, or if the Service Provider fails to meet the same Service Level in [Persistent Failure Number] or more months in any rolling [Persistent Failure Period], the Client may, in addition to Service Credits, exercise any of the following rights: (i) engage a third party to rectify the Fault or perform the affected Maintenance Services, and recover from the Service Provider all reasonable costs in excess of the Contract Price that the Client would have paid; (ii) require the Service Provider to prepare and implement a remediation plan at its own cost; and (iii) terminate this Agreement in accordance with Section 15.

The Client may set off any Service Credits, costs and damages owed by the Service Provider against any amount payable to the Service Provider under this Agreement.

Where a failure by the Service Provider causes damage to the Equipment or other property of the Client, the Service Provider shall, at its own cost and at the Client's option, repair or replace the damaged items promptly, or compensate the Client for their repair or replacement cost.

All spare parts, materials, lubricants, consumables and components required for the performance of the Maintenance Services (together, "Parts") shall be supplied by the Service Provider at its own cost and are included in the Contract Price, except for those expressly listed in [Client-Supplied or Separately Chargeable Parts].

All Parts shall be new, of satisfactory quality, fit for their purpose, and either genuine parts of the original manufacturer or equivalent parts that meet or exceed the original specifications and have been approved in writing by the Client. The Service Provider shall not use refurbished, reconditioned or used Parts without the Client's prior written consent.

The Service Provider shall maintain at its own cost, at the Site or at a location from which delivery within the Repair Times is assured, a stock of critical spares in the quantities specified in [Critical Spares List], and shall replenish such stock promptly after each use. The Service Provider shall ensure that the availability of Parts does not cause any failure to meet the Service Levels, and delay in obtaining Parts shall not excuse any failure to meet the Service Levels.

Title to Parts used to replace components of the Equipment shall pass to the Client upon installation, and title to the removed components shall, unless otherwise agreed, pass to the Service Provider, provided that the Service Provider shall dispose of them lawfully, and shall not remove any item containing Client data or Confidential Information without first securely erasing or destroying such data or information, and the Client may elect to retain any removed component.

Parts shall carry a warranty against defects in materials and workmanship for the longer of [Parts Warranty Period] and the manufacturer's warranty period. The Service Provider shall, at its own cost, replace any defective Part and perform all associated work, and shall assign to the Client the benefit of any manufacturer's warranty on request.

The Service Provider shall make available to the Client, on request, the details of all Parts used, including part numbers, source and price, and shall not charge a margin or additional fee on Parts supplied under this Agreement other than as set out in [Separately Chargeable Parts Pricing].

The Service Provider shall, for the duration of [Parts Availability Period] after the Term, continue to make available to the Client, at reasonable and competitive prices, spare parts for the Equipment that it supplied during the Term, to the extent such parts remain obtainable.

The Service Provider shall be fully responsible for all personnel engaged in the performance of the Maintenance Services, whether employees, agents or subcontractors ("Personnel"), and for their acts and omissions as if they were its own. The Service Provider shall be solely responsible for the payment of all wages, benefits, taxes, social contributions, and insurance in respect of Personnel.

The Service Provider shall use only Personnel who are suitably qualified, trained, certified, experienced, and legally entitled to work at the Site. On request, the Service Provider shall provide the Client with the names, qualifications and certifications of Personnel who will attend the Site. The Service Provider shall conduct background checks on Personnel to the extent permitted by law.

The Client may, by written notice and without giving reasons, require the Service Provider to remove any individual from the performance of the Maintenance Services at the Site where the Client reasonably considers that individual to be incompetent, unsafe, in breach of Site rules, or otherwise unsuitable. The Service Provider shall promptly replace such individual at its own cost with a suitably qualified substitute.

The Service Provider shall not subcontract or delegate any part of the Maintenance Services without the prior written consent of the Client, which may be withheld at the Client's discretion. Where consent is given, the Service Provider shall remain fully liable for the performance of the subcontractor, shall ensure the subcontract contains terms no less protective of the Client than this Agreement, and shall ensure the subcontractor has no claim against the Client.

The Client shall provide the Service Provider's Personnel with such access to the Site and the Equipment as is reasonably necessary for the performance of the Maintenance Services, during [Site Access Hours] and, for Priority 1 Faults, at any time, subject to the Client's security, safety, and operational requirements. Access is granted as a revocable license for the sole purpose of performing this Agreement and does not create any tenancy or other interest in the Site.

The Service Provider shall ensure that its Personnel comply with the Client's induction requirements, security procedures, identification requirements, and health and safety rules, and shall not bring onto the Site any hazardous materials, weapons, alcohol or unlawful substances. The Service Provider shall be responsible for the security of its own tools and equipment brought onto the Site.

The Service Provider shall not, and shall ensure that its Personnel do not, solicit or accept any gifts, hospitality, or other benefits from the Client's personnel in connection with this Agreement, and shall comply with all applicable anti-bribery, anti-corruption, sanctions, labor and human rights laws.

The Client shall provide the Service Provider with access to the Site as described in Section 8, and shall provide such information regarding the Equipment, the Site and its operations as is within its possession and reasonably requested by the Service Provider for the proper performance of the Maintenance Services.

The Client shall notify the Service Provider of Faults promptly after becoming aware of them, using the contact channels set out in [Fault Reporting Channels], and shall make reasonably available the personnel and operational information necessary for diagnosis.

The Client shall use the Equipment in a reasonably careful manner and in accordance with its operating instructions made available to it. The Client shall not permit third parties to carry out maintenance on the Equipment during the Term, except as permitted by this Agreement or in an emergency where the Service Provider has failed to respond within the applicable Response Time.

The Client shall designate [Client Representative] as its representative to give instructions and approvals under this Agreement. The Service Provider may rely on the written instructions of that person, but no other person shall have authority to vary this Agreement.

The Client's obligations under this Section 9 are the only obligations of the Client in respect of cooperation, and the Client shall not be responsible for any delay or failure by the Service Provider to the extent it is caused by the Client's failure to perform them, provided that the Service Provider has given the Client prompt written notice of the failure and a reasonable opportunity to remedy it, and has used reasonable efforts to mitigate the effects.

The Service Provider shall seek to resolve any matter relating to the Client's cooperation by consultation with the Client's representative before claiming any relief, and shall in no event be entitled to additional payment, extension of time, or relief from the Service Levels unless it has complied with this Section 9 and the Client has agreed in writing.

In consideration of the full and proper performance of the Maintenance Services, the Client shall pay the Service Provider the Contract Price of [Contract Price] per [Payment Period], payable in [Currency] and exclusive of applicable value-added, sales or similar taxes.

The Contract Price is fixed for the entire Term, including any Renewal Term, and shall not be subject to increase, indexation, escalation, surcharge or adjustment of any kind, whether due to inflation, changes in the cost of labor, materials, Parts or fuel, exchange rate fluctuations, travel, call-outs or otherwise, except by written amendment signed by both Parties in accordance with Section 3 or as expressly set out in this Agreement. The Contract Price includes all costs, expenses, overheads, and profit of the Service Provider.

The Service Provider shall invoice the Client [in advance/in arrears] for each [Payment Period], and no earlier than the end of the relevant period if in arrears. Each invoice shall be in writing, addressed to [Client Invoicing Address], and shall state the period covered, the Contract Price, any Service Credits and other deductions, applicable taxes separately, and such supporting detail as the Client may reasonably require, including the service report for the period.

The Client shall pay each properly issued and undisputed invoice within [Payment Term] of receipt, by bank transfer to the account designated in writing by the Service Provider. The Client shall not be obliged to pay any invoice that does not comply with this Section 10 until it has been corrected.

If the Client disputes any part of an invoice in good faith, it shall notify the Service Provider of the disputed amount and the reasons, and shall pay the undisputed portion on time. The Parties shall seek to resolve the dispute promptly, and the Service Provider shall continue to perform the Maintenance Services during the dispute. Payment of an invoice shall not constitute acceptance of the Maintenance Services or waiver of any right.

Late payment of any undisputed amount shall bear simple interest at the rate of [Late Payment Interest Rate] per annum from the due date until payment, which shall be the Service Provider's sole remedy for late payment, subject to any right of suspension expressly granted in Section 3.

Each Party shall bear its own taxes on its income. The Service Provider shall be responsible for all other taxes, duties, levies and charges imposed on it in connection with this Agreement, and if the Client is required by law to withhold any tax from a payment, it may do so and shall have no obligation to gross up the payment.

The Service Provider shall maintain complete and accurate records relating to the Maintenance Services and the charges for [Records Retention Period] after the end of the Term, and the Client may audit such records upon reasonable notice. If an audit reveals an overcharge, the Service Provider shall refund it promptly, with interest at the rate in this Section 10, and shall bear the cost of the audit if the overcharge exceeds [Audit Cost Threshold] of the amount properly chargeable.

The Service Provider represents, warrants and undertakes to the Client that: (i) it is duly organized, validly existing and in good standing, and has full power and authority to enter into and perform this Agreement; (ii) it holds, and will maintain throughout the Term, all licenses, permits, certifications and approvals required for the performance of the Maintenance Services; and (iii) the execution and performance of this Agreement does not conflict with any law, any order or any agreement binding on it.

The Service Provider warrants that the Maintenance Services shall be performed in a professional and workmanlike manner, in accordance with Section 4 and with the Service Levels, and shall be free from defects in workmanship. The Service Provider shall, at its own cost, promptly re-perform any Maintenance Services that do not conform to this warranty, for a period of [Workmanship Warranty Period] following their performance, without prejudice to the Client's other rights.

The Service Provider warrants that it has, and will maintain throughout the Term, sufficient and suitably qualified resources, tools, spare parts and expertise to perform its obligations, and that it has relevant experience in maintaining equipment of the type comprising the Equipment.

The Service Provider warrants that neither the Maintenance Services nor the Client's receipt or use of them will infringe the intellectual property or other rights of any third party, and that any software, firmware, tools or methods it uses in the Maintenance Services are lawfully licensed or owned by it.

The Service Provider warrants that it, its Affiliates and Personnel have not engaged and will not engage in any corrupt, fraudulent or unlawful practice in connection with this Agreement, and that no information provided by it to the Client in connection with the entry into this Agreement is untrue or misleading in any material respect.

The Client represents that it is duly organized and validly existing, and that it has the power and authority to enter into this Agreement.

The warranties in this Agreement are in addition to, and not in substitution for, any warranties or conditions implied by law that cannot be excluded, and survive the expiry or termination of this Agreement for the periods stated therein, or if no period is stated, for [General Warranty Survival Period].

The Service Provider shall indemnify, defend and hold harmless the Client, its Affiliates, and their respective directors, officers, employees and agents (the "Client Indemnitees") from and against all losses, liabilities, damages, claims, costs, fines and expenses (including reasonable legal fees) arising out of or in connection with: (i) death or personal injury caused by the acts or omissions of the Service Provider or its Personnel; (ii) loss of or damage to property caused by the acts or omissions of the Service Provider or its Personnel; (iii) any breach of this Agreement by the Service Provider; (iv) any violation of applicable law by the Service Provider or its Personnel; (v) any claim by Personnel relating to their employment or engagement; and (vi) any third-party intellectual property infringement claim relating to the Maintenance Services.

The Service Provider's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, willful misconduct, gross negligence, breach of confidentiality or data protection obligations, and any liability that cannot be limited or excluded by law, shall be unlimited.

Subject to the preceding clause, the Service Provider's aggregate liability under or in connection with this Agreement in each contract year shall not exceed the greater of [Service Provider Liability Cap Amount] and [Multiple] times the annual Contract Price. Service Credits shall not count towards this limit.

The Client's aggregate liability under or in connection with this Agreement shall not exceed the Contract Price payable for the [Client Liability Period] preceding the event giving rise to liability. The Client shall in no event be liable for any indirect or consequential loss, loss of profit, loss of revenue, or loss of goodwill.

The Service Provider shall not be entitled to rely on any exclusion or limitation of liability in respect of loss or damage to the Equipment or to the Site caused by the Service Provider or its Personnel, and the costs of repairing or replacing such Equipment, the costs of procuring replacement services, and the Client's lost production and downtime costs shall be treated as direct losses recoverable from the Service Provider.

The Client shall give the Service Provider prompt notice of any third-party claim for which it seeks indemnification, provided that failure to do so shall relieve the Service Provider of its obligations only to the extent it is materially prejudiced. The Client shall be entitled to control the defense and settlement of any such claim with counsel of its choosing, at the Service Provider's cost, and the Service Provider shall cooperate fully.

The Service Provider shall, at its own cost, obtain and maintain throughout the Term and for [Insurance Tail Period] thereafter, with reputable insurers: (i) public and general liability insurance with a limit of not less than [General Liability Limit] per occurrence; (ii) professional indemnity insurance with a limit of not less than [Professional Indemnity Limit]; (iii) employer's liability and workers' compensation insurance as required by law; and (iv) property and all-risks insurance covering the Equipment while in its care, custody or control, and its own tools and equipment.

The Service Provider shall name the Client as an additional insured (where applicable), shall procure a waiver of subrogation against the Client Indemnitees, and shall provide certificates of insurance before the Service Commencement Date and on each renewal and otherwise on request. The Service Provider's insurance shall be primary, and the obligation to insure shall not limit its liability under this Agreement.

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it solely for the purposes of performing or receiving the benefit of this Agreement, and shall not disclose it to any third party without the prior written consent of the disclosing Party, except as permitted by this Section 13.

A Party may disclose Confidential Information to its Affiliates, and to its and their directors, officers, employees, subcontractors, professional advisers, insurers and financiers who need to know it and who are bound by obligations of confidentiality no less protective than those in this Agreement. The receiving Party shall be liable for any breach of this Section 13 by such persons.

The obligations of confidentiality shall not apply to information that: (i) is or becomes public other than through breach of this Agreement; (ii) was lawfully known to the receiving Party before disclosure without any duty of confidence; (iii) is lawfully received from a third party without any duty of confidence; or (iv) is independently developed without use of the Confidential Information. A Party may disclose Confidential Information to the extent required by law, court order or competent authority, provided that, where lawful, it gives the disclosing Party prompt prior notice and discloses only the minimum required.

The Service Provider acknowledges that, in performing the Maintenance Services, it and its Personnel may access Client systems, data, records and information, including personal data of the Client's employees, customers and other individuals ("Client Data"). All Client Data is and shall remain the property of the Client. The Service Provider shall access and use Client Data only to the extent strictly necessary to perform the Maintenance Services and only on the Client's documented instructions.

The Service Provider shall process any personal data in accordance with all applicable data protection and privacy laws, shall implement appropriate technical and organizational measures to protect Client Data against unauthorized or unlawful access, loss, destruction, alteration or disclosure, shall not transfer Client Data outside [Permitted Data Jurisdiction] without the Client's prior written consent, and shall enter into such additional data processing terms as the Client or applicable law may require.

The Service Provider shall notify the Client without undue delay, and in any event within [Data Breach Notification Period], upon becoming aware of any actual or suspected unauthorized access to, or loss or disclosure of, Client Data or Confidential Information, shall provide all information and cooperation required by the Client, and shall take immediate steps to contain and remedy the incident at its own cost.

Upon expiry or termination of this Agreement, or at any time upon the Client's request, the Service Provider shall promptly return or securely destroy all Confidential Information and Client Data in its possession or control and certify in writing that it has done so. The obligations under this Section 13 shall survive for [Confidentiality Survival Period] after the end of the Term, and indefinitely in respect of personal data and trade secrets.

The Service Provider shall not make any public announcement, publish any case study, or use the name, logo or trademarks of the Client in any marketing materials, without the Client's prior written consent.

Neither Party shall be in breach of this Agreement, or liable for any delay or failure in performing its obligations (other than an obligation to pay money), to the extent that such delay or failure results from an event or circumstance beyond its reasonable control that it could not have prevented or overcome by the exercise of reasonable diligence and Good Industry Practice (a "Force Majeure Event").

Force Majeure Events include natural disasters, earthquake, flood, war, terrorism, riot, civil commotion, epidemic or pandemic declared by a competent authority, governmental orders or embargoes, and nationwide utility failures. Force Majeure Events do not include: (i) strikes, lockouts or labor disputes involving only the personnel of the affected Party or its subcontractors; (ii) failures or delays of subcontractors or suppliers, unless themselves caused by a Force Majeure Event; (iii) shortage of labor, materials or Parts, or increases in cost; (iv) equipment breakdown or lack of funds; or (v) any event that could have been avoided by the implementation of reasonable business continuity and disaster recovery measures.

A Party claiming a Force Majeure Event shall notify the other Party in writing promptly, and in any event within [Force Majeure Notice Period] of becoming aware of it, giving details of the event, its expected duration, and its anticipated effect on performance. The affected Party shall use all reasonable endeavors to mitigate the effects, to resume full performance as quickly as possible, and to keep the other Party informed.

Where a Force Majeure Event affects the Service Provider, the Service Provider shall continue to perform all Maintenance Services that are unaffected, shall give priority to the Client's Priority 1 Faults to the extent practicable, and shall implement its business continuity plan. The Client shall be entitled, during the Force Majeure Event, to obtain the affected Maintenance Services from a third party, and the Contract Price shall be reduced proportionately for any Maintenance Services not performed.

Service Credits shall not accrue for failure to meet Service Levels to the extent directly caused by a Force Majeure Event of which the Service Provider has given notice in accordance with this Section 14.

If a Force Majeure Event continues for more than [Force Majeure Termination Period] in aggregate, the Client may terminate this Agreement in whole or in part by written notice with immediate effect, without liability. The Service Provider may terminate only if a Force Majeure Event affecting the Client prevents the Client from performing substantially all of its obligations for more than [Service Provider Force Majeure Termination Period], and the Client has not made alternative arrangements within [Force Majeure Cure Period] following written notice.

This Agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue for the Term.

The Client may terminate this Agreement for convenience, at any time and without cause, by giving the Service Provider not less than [Client Convenience Notice Period] prior written notice. The Client shall pay the Contract Price accrued for Maintenance Services properly performed up to the termination date, and no other compensation, termination fee or damages shall be payable.

The Client may terminate this Agreement with immediate effect by written notice if the Service Provider: (i) commits a material breach that is incapable of remedy, or, if capable of remedy, fails to remedy it within [Cure Period] of notice; (ii) repeatedly fails to meet the Service Levels as described in Section 6; (iii) fails to maintain the insurance required under Section 12; (iv) breaches Section 13 or any anti-corruption obligation; (v) subcontracts or assigns in breach of this Agreement; (vi) experiences a change of control that the Client reasonably considers adverse to its interests; or (vii) becomes insolvent, bankrupt, enters into liquidation, administration, receivership or an arrangement with creditors, ceases or threatens to cease business, or suffers any analogous event in any jurisdiction.

The Service Provider may terminate this Agreement by written notice if the Client fails to pay any undisputed amount exceeding [Payment Default Threshold] within [Payment Default Cure Period] after receipt of written notice from the Service Provider specifying the default and stating its intention to terminate. The Service Provider shall have no other right to terminate this Agreement prior to the end of the Term.

Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties accrued up to the date of termination or expiry, including the right to claim damages for any breach. Provisions that by their nature are intended to survive, including Sections 1, 6, 7 (as to warranties), 11, 12, 13, 15, 16, 17 and 18, shall survive.

Upon termination other than for the Client's uncured breach, the Service Provider shall refund to the Client, within [Refund Period], any amount paid in advance in respect of any period after the termination date, and any outstanding Service Credits, and the Client may set off any amounts due to it.

Where the Client terminates for the Service Provider's default, the Service Provider shall reimburse the Client for the reasonable additional costs incurred in procuring replacement services for the remainder of the then-current term, in addition to any other remedy available to the Client.

On termination or expiry, the Service Provider shall promptly return all Client property, documents, keys, access passes, and information, and shall remove its own equipment and personnel from the Site.

Commencing on the earlier of the delivery of any notice of termination or non-renewal and [Exit Planning Period] before expiry, and continuing until the completion of the exit, the Service Provider shall provide all assistance reasonably required by the Client to ensure an orderly transition of the Maintenance Services to the Client or to a replacement provider designated by the Client (the "Replacement Provider"), without disruption or degradation of the Maintenance Services.

Within [Exit Plan Delivery Period] after the Effective Date or after any request by the Client, the Service Provider shall prepare, deliver and thereafter keep up to date a written exit plan, for the Client's approval, setting out the proposed activities, responsibilities, timetable, resources and risk management measures for the orderly handover of the Maintenance Services. The Service Provider shall comply with the exit plan upon termination or expiry.

The Service Provider shall deliver to the Client or the Replacement Provider, in a usable and commonly accessible format, the complete maintenance logs, service reports, inspection records, test results, drawings, manuals, configuration data, spare parts inventories, warranty information, and all other documentation and information relating to the Equipment and the Maintenance Services, and shall answer reasonable questions from the Client or the Replacement Provider.

The Service Provider shall, at the Client's request, continue to provide all or any part of the Maintenance Services after the expiry or termination of this Agreement for a period of up to [Exit Period Duration] on the terms of this Agreement, including at the Contract Price on a pro-rata basis, in order to ensure continuity. The Service Provider shall not withhold or delay the Maintenance Services or exit assistance on grounds of any dispute.

The Service Provider shall, at the Client's option, transfer to the Client or the Replacement Provider the benefit of any warranties, licenses and third-party agreements relating to the Equipment, and shall sell to the Client any critical spares held in stock for the Client's Equipment at cost price, or at the price stated in [Spare Parts Buy-back Pricing].

The Service Provider shall allow the Replacement Provider reasonable access to the Site, the Equipment, and relevant Personnel during the exit period for familiarization and handover, shall cooperate in good faith with the Replacement Provider, and shall use reasonable endeavors to ensure that the Equipment is in good working order on the date of handover, ordinary wear and tear excepted.

Exit assistance in accordance with this Section 16 shall be provided at no additional charge where this Agreement is terminated or expires for any reason other than the Client's uncured payment default. In the latter case, assistance shall be charged at the rates set out in [Exit Assistance Rates], payable in advance.

Before the end of the exit period the Parties shall conduct a joint inspection of the Equipment, and the Service Provider shall remedy at its own cost any Faults and non-conformities revealed that arose from its failure to comply with this Agreement.

This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws rules.

The Parties shall attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its formation, validity, breach or termination (a "Dispute"), by negotiation between their respective representatives. Either Party may give written notice of a Dispute, and if the Dispute is not resolved within [Negotiation Period] after such notice, either Party may escalate it to senior executives, who shall meet within [Escalation Period].

If the Dispute is not resolved by senior executives within [Executive Resolution Period], the Parties may agree to refer it to mediation under [Mediation Rules or Institution], and the costs of the mediator shall be shared equally. Mediation shall not be a precondition to the Client's right to seek urgent or interim relief.

Any Dispute not resolved in accordance with the preceding clauses shall be finally settled by [arbitration under the rules of [Arbitration Institution] by [Number of Arbitrators] arbitrator(s) / the courts of [Jurisdiction]]. The seat or place of proceedings shall be [Seat or Venue]. The language of the proceedings shall be English.

The Service Provider shall, notwithstanding any Dispute, continue to perform the Maintenance Services and its other obligations under this Agreement in accordance with its terms, unless and until this Agreement is terminated in accordance with Section 15.

Nothing in this Section 17 shall prevent either Party from seeking injunctive relief, specific performance or other urgent interim relief from any court of competent jurisdiction to protect its Confidential Information, to prevent harm to persons or property, or to preserve the status quo, and the Service Provider acknowledges that damages may not be an adequate remedy for a breach of Sections 13 or 16.

Unless otherwise determined by the tribunal or court, the unsuccessful Party shall bear the reasonable costs of the proceedings, including reasonable legal fees, of the successful Party.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, proposals, representations, understandings and agreements, whether written or oral, relating to it. Each Party acknowledges that it has not relied on any statement not expressly set out in this Agreement, provided that nothing in this clause limits liability for fraud.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No standard terms or conditions of the Service Provider, whether on quotations, invoices, delivery notes or otherwise, shall apply to this Agreement.

The Service Provider shall not assign, transfer, novate, charge or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Client. The Client may assign or transfer this Agreement, in whole or in part, to any Affiliate or to any successor to the whole or part of its business or the Equipment, upon written notice to the Service Provider.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise shall preclude any further exercise of that or any other right or remedy. Any waiver must be in writing and signed by the waiving Party. The rights and remedies provided in this Agreement are cumulative and in addition to any rights and remedies provided by law.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed, and the validity and enforceability of the remaining provisions shall not be affected.

Any notice under this Agreement shall be in writing, in English, and delivered by hand, by recognized courier, or by email to the addresses set out below the Parties' signatures, or to such other address as a Party may notify. Notices shall be deemed received: if delivered by hand or courier, upon delivery; and if sent by email, at the time of transmission, or if outside business hours at the place of receipt, at the start of the next Business Day, provided that no delivery failure message is received.

The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, fiduciary or employment relationship between them, and neither Party shall have authority to bind the other.

This Agreement does not confer any rights on any third party, except that the Client Indemnitees may enforce the provisions of Section 12 expressly intended for their benefit. This Agreement may be executed in any number of counterparts, including by electronic signature or electronic copies, each of which shall be an original, and all of which together constitute one instrument.

Each Party shall bear its own costs in connection with the negotiation, preparation and execution of this Agreement.