Maintenance Agreement Template

"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 [jurisdiction] on which commercial banks are generally open for business in [city].

"Business Hours" means the hours between [start time] and [end time] on Business Days, or such other hours as the Parties may agree in writing.

"Covered Equipment" means the equipment, machinery and building systems located at the Premises that are identified in the Equipment List, together with any additions the Parties agree in writing to include.

"Equipment List" means the list of Covered Equipment, including descriptions, models, serial numbers, locations and applicable maintenance frequencies, as set out in [reference to the list, to be agreed and initialed by the Parties] and as amended in writing by the Parties from time to time.

"Emergency" means an unplanned failure, malfunction or condition of Covered Equipment that, in the reasonable determination of the Service Provider, (i) poses an immediate risk to health, safety or property, or (ii) causes the complete or substantial cessation of the operation of Covered Equipment critical to the Client's business operations.

"Emergency Call" means any request by the Client for attendance by the Service Provider to address an Emergency or any other unscheduled request for attendance outside the Scheduled Maintenance programme.

"Fixed Fee" means the periodic fee payable by the Client for the Maintenance Services, as specified in Section 7.

"Maintenance Services" means the Scheduled Maintenance and the Emergency Maintenance, and any other services expressly described in this Agreement to be performed by the Service Provider in respect of the Covered Equipment.

"Premises" means the Client's site(s) located at [address(es)], including the buildings, rooms and areas in which the Covered Equipment is installed.

"Parts" means any components, spare parts, consumables, lubricants, filters, materials and supplies required for the performance of the Maintenance Services.

"Scheduled Maintenance" means the planned, periodic preventive maintenance, inspection, testing, adjustment and servicing of the Covered Equipment described in Section 3.

"Term" means the Initial Term and any Renewal Term, each as defined in Section 14.

"Applicable Law" means all laws, regulations, codes, ordinances and binding requirements of governmental authorities applicable to a Party or to the Maintenance Services.

Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa; "including" means "including without limitation"; and references to Sections are to sections of this Agreement. Any reference to a document or statute-based requirement includes it as amended from time to time. No rule of construction shall apply to the disadvantage of a Party on the basis that such Party prepared this Agreement or any part of it.

This Agreement, consisting solely of its main text, constitutes the entire set of terms governing the Maintenance Services. Any matter that this Agreement states is to be specified or agreed shall be set out in the relevant Section or recorded in a written instrument signed by both Parties.

The Service Provider shall provide the Maintenance Services in respect of the Covered Equipment at the Premises during the Term, in accordance with this Agreement. The Covered Equipment comprises equipment and machinery of the following types: [description of equipment and machinery], and building systems of the following types: [description of building systems, e.g., HVAC, electrical, plumbing, fire safety, elevators].

The Service Provider shall perform the Maintenance Services with reasonable skill and care, using suitably qualified and trained personnel, and in a manner consistent with generally accepted industry standards and the manufacturer's published maintenance recommendations to the extent reasonably applicable and provided to the Service Provider.

The Maintenance Services shall comprise: (i) Scheduled Maintenance; (ii) Emergency Maintenance upon an Emergency Call; (iii) maintenance records and service reports as described in this Agreement; and (iv) [other included services, if any].

Items not listed in the Equipment List are not Covered Equipment. The Client may request, in writing, the addition of further equipment or systems to the Equipment List. Any addition shall take effect only upon the Service Provider's written acceptance, which may be conditioned on an inspection of the relevant item and an adjustment of the Fixed Fee.

The Service Provider may engage qualified subcontractors to perform all or part of the Maintenance Services, provided that the Service Provider remains responsible for their performance under this Agreement. The Service Provider may also perform work through its Affiliates.

The Service Provider may, upon prior notice to the Client, modify the manner, means or personnel by which the Maintenance Services are performed, provided that such modification does not materially reduce the scope of the Maintenance Services.

Any change to the scope of the Maintenance Services shall be valid only if recorded in a written amendment signed by both Parties. Services requested by the Client that fall outside the scope of this Agreement shall be performed, if the Service Provider agrees to perform them, at the Service Provider's then-current rates of [hourly rate/rate card reference] and subject to the terms of this Agreement.

The Service Provider shall perform Scheduled Maintenance on the Covered Equipment at the intervals and frequencies stated in the Equipment List, being [frequency, e.g., monthly/quarterly/annually] unless otherwise specified for a given item.

Scheduled Maintenance shall be performed during Business Hours unless the Parties agree otherwise. Where the Client requests that Scheduled Maintenance be carried out outside Business Hours, the Service Provider may charge its then-current out-of-hours rates of [out-of-hours rate or premium percentage].

The Service Provider shall propose a maintenance calendar for each [period] and shall give the Client not less than [number] Business Days' notice of each scheduled visit. The Client shall confirm the visit or propose an alternative date within [number] Business Days of the notice, failing which the visit shall be deemed accepted.

Scheduled Maintenance shall generally comprise inspection, cleaning, lubrication, calibration, adjustment, functional testing and minor adjustments of the Covered Equipment as reasonably required, together with [other routine tasks]. Repairs or replacements identified during Scheduled Maintenance that require Parts or extended labor shall be dealt with in accordance with Section 8 and, where applicable, Section 9.

Following each visit, the Service Provider shall provide the Client with a summary service report describing the work performed, observations regarding the condition of the Covered Equipment, and any recommended corrective measures. The Client acknowledges that such recommendations are advisory and that the Client is solely responsible for deciding whether to implement them.

If the Client cancels or reschedules a confirmed visit on less than [number] hours' notice, or if the Service Provider is unable to perform a visit because of the Client's failure to provide access or comply with this Agreement, the visit shall be treated as performed and the Service Provider may charge a [cancellation/aborted visit fee] in addition to the Fixed Fee. The Service Provider shall use reasonable efforts to reschedule the visit at the earliest mutually convenient time.

The Service Provider shall not be deemed to be in breach for rescheduling any Scheduled Maintenance visit on reasonable notice where required by operational needs, the unavailability of personnel, or the need to attend an Emergency, provided that the visit is rescheduled within a reasonable time.

The Client may request Emergency Maintenance by contacting the Service Provider at [emergency telephone number] or [emergency email address], available [hours of availability, e.g., 24 hours per day, 7 days per week]. Each request shall include the Client's name, the location and description of the affected Covered Equipment, the nature of the fault, and a contact person at the Premises.

Upon receipt of an Emergency Call that the Service Provider classifies as an Emergency, the Service Provider shall use commercially reasonable efforts to (i) acknowledge the request within [number] hours and (ii) dispatch qualified personnel to the Premises, or commence remote diagnosis, within [number] hours, during Business Hours, and within [number] hours outside Business Hours. For non-Emergency unscheduled requests, the Service Provider shall use commercially reasonable efforts to attend within [number] Business Days.

The response times in this Section are targets measured from the time the Service Provider receives a complete request and confirms that safe and unrestricted access to the Premises and Covered Equipment is available. They refer to the time to attend or commence diagnosis and do not constitute a guarantee of repair or restoration time.

Emergency Maintenance shall consist of diagnostic work and such temporary or permanent repairs as are reasonably practicable to make the Covered Equipment safe and, where feasible, to restore operation. Where complete repair requires Parts that are not available, the Service Provider may implement temporary measures and shall notify the Client of the further work required.

Each Emergency Call shall be charged in accordance with Section 7, irrespective of whether the cause of the fault proves to be within the scope of the Maintenance Services, and including where no fault is found or where the fault is attributable to an Excluded Service or to the Client.

The Service Provider's response times shall be extended to the extent of any delay caused by the Client, by a Force Majeure Event, by inability to obtain access to the Premises, by severe weather or travel restrictions, or by the unavailability of Parts for reasons beyond the Service Provider's reasonable control.

The Service Provider may, in its reasonable discretion, prioritize concurrent Emergency Calls from multiple clients based on the severity and safety implications of each, and shall not be liable for delay resulting from such prioritization applied in good faith.

The Client shall pay all amounts due under this Agreement in accordance with Section 7 and shall perform its obligations under this Agreement in a timely manner.

The Client shall operate and use the Covered Equipment in accordance with the manufacturer's instructions, Applicable Law and any reasonable operating guidelines notified by the Service Provider, and shall employ appropriately trained personnel for such operation.

The Client shall promptly notify the Service Provider of any fault, malfunction, damage, unusual behavior or safety concern relating to the Covered Equipment and shall not permit any person other than the Service Provider or its authorized representatives to repair, adjust, modify or service the Covered Equipment during the Term without the Service Provider's prior written consent.

The Client shall provide the Service Provider with all information, drawings, manuals, maintenance histories, operating data and documentation in its possession or control that are reasonably required to perform the Maintenance Services, and warrants that such information is accurate and complete in all material respects.

The Client shall designate a representative with authority to act for the Client in relation to this Agreement, whose details are [name, title, telephone, email], and shall promptly notify the Service Provider of any change.

The Client shall maintain the Premises, the utilities and the environmental conditions required for proper operation of the Covered Equipment, including power supply, ventilation, temperature and cleanliness, in accordance with manufacturer specifications.

The Client shall implement, at its own cost and within a reasonable time, any corrective measures, upgrades or replacements that the Service Provider reasonably identifies as necessary for the safe and proper operation of the Covered Equipment or for compliance with Applicable Law. The Client acknowledges that the Service Provider shall have no responsibility for the consequences of any failure or delay by the Client in doing so.

The Client shall be responsible for the safekeeping and backup of any data, settings, programs and configurations stored on or used in connection with the Covered Equipment before each visit by the Service Provider.

The Client shall grant the Service Provider and its personnel and subcontractors safe, timely and unobstructed access to the Premises, the Covered Equipment and all related areas, utilities and facilities as reasonably required to perform the Maintenance Services, during Business Hours and, in the case of Emergencies, at any time.

The Client shall ensure that the Premises are safe and free from hazards, including hazardous materials, asbestos, contamination, structural defects and unsafe working conditions, and shall inform the Service Provider in advance of any hazard or site rule of which the Client is or ought reasonably to be aware, including applicable safety, security and induction requirements.

The Client shall provide, at no charge to the Service Provider, such reasonable facilities as are needed for the performance of the Maintenance Services, including electricity, lighting, water, adequate working space, and secure storage for tools and Parts, and, where required, access to elevators, ladders, scaffolding or lifting equipment.

The Service Provider may suspend or decline to perform any Maintenance Services, without liability, if in its reasonable opinion the conditions at the Premises are unsafe or present a risk to its personnel, or if access is denied or restricted. Any such suspension shall not relieve the Client of the obligation to pay the Fixed Fee, and the Client shall bear any additional costs reasonably incurred by the Service Provider due to delay, standby time, repeat visits or remobilization.

The Client shall obtain and maintain, at its own cost, all permits, licenses, consents and approvals from landlords, authorities or third parties necessary for the Service Provider to access the Premises and carry out the Maintenance Services. Where the Premises are owned by a third party, the Client warrants that it has the authority to grant access.

The Service Provider shall use reasonable efforts to comply with the Client's reasonable site safety and security rules notified in writing in advance, provided that compliance does not require the Service Provider to incur material additional cost or to breach Applicable Law.

If the Service Provider encounters site conditions that differ materially from those disclosed by the Client or that could reasonably have been anticipated, the Service Provider shall be entitled to an equitable adjustment of the fees and of the time for performance.

In consideration of the Maintenance Services, the Client shall pay the Service Provider a fixed fee of [amount and currency] per [month/quarter/year] (the Fixed Fee), payable [in advance/in arrears] as set out in this Section. The Fixed Fee covers Scheduled Maintenance and the labor reasonably required for the Maintenance Services within the scope of this Agreement, but excludes Parts, Emergency Call charges and any other amounts expressly stated in this Agreement to be payable in addition.

In addition to the Fixed Fee, the Client shall pay for each Emergency Call a charge consisting of (i) a call-out fee of [amount], and (ii) labor charged at [hourly rate] per hour per technician during Business Hours and at [out-of-hours rate] per hour outside Business Hours, on Business Days' holidays and weekends, together with travel time and expenses at [rate] (collectively, the "Emergency Call Charges"). A minimum charge of [number] hours applies to each Emergency Call.

The Service Provider shall invoice the Fixed Fee [periodically as agreed] and shall invoice Emergency Call Charges, Parts and other additional charges following the performance of the relevant services. The Client shall pay each invoice in full, in [currency], within [number] days of the invoice date, by [payment method] to the account designated by the Service Provider, without set-off, counterclaim, deduction or withholding.

Any amount not paid when due shall bear interest at the rate of [percentage] per [month/annum], or the maximum rate permitted by Applicable Law if lower, from the due date until actual payment. The Client shall also reimburse the Service Provider for all reasonable costs of collection, including reasonable legal fees.

If any amount remains unpaid [number] days after its due date, the Service Provider may, upon written notice and without liability, suspend the Maintenance Services, including Emergency Maintenance, until all overdue amounts and accrued interest are paid in full. Such suspension shall not affect the Client's obligation to continue paying the Fixed Fee.

All fees and charges are stated exclusive of sales, use, value-added, goods and services, withholding and similar taxes, duties and levies, all of which shall be borne by the Client. If the Client is required by law to withhold any tax, it shall gross up the payment so that the Service Provider receives the amount it would have received absent such withholding.

The Service Provider may adjust the Fixed Fee and its rates with effect from each anniversary of the Effective Date and during any Renewal Term by giving the Client not less than [number] days' written notice, in an amount not exceeding [percentage] or the percentage change in [index], whichever is greater. Any larger increase shall take effect only if the Client does not give written notice of non-renewal under Section 14.

The Client shall notify the Service Provider in writing of any good-faith dispute regarding an invoice within [number] days of receipt, specifying the grounds in reasonable detail, failing which the invoice shall be deemed accepted. The Client shall pay all undisputed amounts when due.

Except as expressly provided in this Agreement, the cost of all Parts shall be borne by the Client and is not included in the Fixed Fee. Parts required for the Maintenance Services shall be supplied by the Service Provider unless the Client and the Service Provider agree otherwise in writing.

The Client shall pay the Service Provider for Parts at the Service Provider's cost price (being the net price paid by the Service Provider, including freight, handling, duties and taxes) plus a markup of [percentage] percent.

Where the cost of Parts for any single repair or replacement is expected to exceed [amount], the Service Provider shall, other than in an Emergency or where delay would create a risk to safety or property, notify the Client of the estimated cost and obtain the Client's approval before procuring the Parts. The Client's approval may be given by email, and failure to respond within [number] Business Days of the Service Provider's notice shall entitle the Service Provider to treat the repair as not approved, without liability for the resulting consequences.

In an Emergency, the Service Provider may procure and install Parts that it considers reasonably necessary without prior approval, and the Client shall pay for such Parts in accordance with this Section.

Parts may be new, or at the Service Provider's option and where appropriate, reconditioned or equivalent to the original specification. The Service Provider shall not be obliged to use original equipment manufacturer Parts but shall use Parts of reasonably comparable quality. Title to Parts passes to the Client on payment in full, and risk passes upon delivery to the Premises. Until payment, the Service Provider retains title and may remove unpaid Parts, without prejudice to its other remedies.

Replaced components shall become the property of the Service Provider upon removal, unless the Client requests their return in writing before the work is carried out, or unless Applicable Law requires otherwise. The Service Provider shall not be responsible for any hazardous waste disposal beyond the ordinary course, and any special disposal costs shall be borne by the Client.

The Service Provider's lead times for Parts are estimates only. The Service Provider shall not be liable for any delay in the supply of Parts or for shortages, discontinuations or price changes by manufacturers or suppliers, and shall inform the Client of any material delay of which it is aware.

The following are excluded from the Maintenance Services (the "Excluded Services"), and the Service Provider shall have no obligation to perform them, unless otherwise agreed in writing, in which case they shall be charged in addition at the Service Provider's then-current rates: (i) repairs and replacements arising from misuse, abuse, negligence, neglect, accident, vandalism, theft or improper operation by anyone other than the Service Provider; (ii) damage caused by fire, flood, lightning, power surges, power failure, water ingress, corrosion, extreme temperature or other external causes; and (iii) damage resulting from unauthorized modification, repair or servicing by third parties.

Also excluded are: (i) equipment, systems or components that are not Covered Equipment; (ii) the supply of Parts, except as provided in Section 8; (iii) the replacement of equipment that has reached the end of its useful life or is, in the Service Provider's reasonable opinion, beyond economic repair; and (iv) upgrades, relocations, redesigns, installations, retrofits and capital improvements.

The Service Provider shall not be responsible for compliance of the Covered Equipment or the Premises with Applicable Law, including any inspection, certification, licensing or regulatory testing requirements, unless expressly included in the Equipment List, and the Client remains solely responsible for such compliance.

Also excluded are: (i) software, firmware, data, network and cybersecurity services, and the recovery or restoration of data; (ii) consumables and cosmetic items such as paint, finishes, light bulbs, belts and filters, unless expressly stated to be included; (iii) structural elements of buildings; and (iv) hazardous materials remediation, including the removal or handling of asbestos, mold, refrigerants or other regulated substances beyond basic safe handling.

The Service Provider shall not be obliged to perform any work that, in its reasonable opinion, is unsafe, unlawful or contrary to manufacturer instructions, or is on equipment that the Client has failed to maintain in a condition suitable for servicing.

Where the Service Provider performs work that is an Excluded Service, whether at the Client's request or because it was unable to determine the cause of a fault before attending, such work shall be charged at the Service Provider's rates in accordance with Section 7 and Section 8, and the performance of such work shall not constitute a waiver of this Section nor extend the scope of the Maintenance Services.

Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement and that doing so does not breach any agreement or obligation binding on it.

The Service Provider warrants that the Maintenance Services will be performed in a good and workmanlike manner by competent personnel. If the Client notifies the Service Provider in writing of a failure to comply with this warranty within [number] days after performance of the relevant Maintenance Services, the Service Provider shall, as its sole obligation and the Client's sole and exclusive remedy, re-perform the non-conforming services or, at its option, refund the portion of the fees attributable to them.

Parts supplied by the Service Provider carry only such warranty as is passed through by the manufacturer or supplier, to the extent assignable, and the Service Provider shall use reasonable efforts to assist the Client in making warranty claims. The Service Provider gives no independent warranty in respect of Parts.

The warranties in this Section do not apply to defects or failures caused by any matter described in Section 9, by the Client's breach of this Agreement, by normal wear and tear, or by use of Covered Equipment outside its specifications.

EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION, THE MAINTENANCE SERVICES AND PARTS ARE PROVIDED "AS IS," AND THE SERVICE PROVIDER DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The Service Provider does not warrant that the Covered Equipment will operate without interruption, failure or error, that all faults will be prevented or detected, or that the Maintenance Services will meet the Client's specific requirements beyond those set out in this Agreement.

The Client acknowledges that it has not relied on any statement, representation or promise not expressly set out in this Agreement.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (i) THE FIXED FEES ACTUALLY PAID BY THE CLIENT TO THE SERVICE PROVIDER IN THE [number] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (ii) [amount].

IN NO EVENT SHALL THE SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, PRODUCTION, USE, GOODWILL, ANTICIPATED SAVINGS OR DATA, OR FOR DOWNTIME COSTS, WHETHER OR NOT FORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

The Service Provider shall not be liable for any loss or damage to the extent caused or contributed to by the Client, its personnel or third parties, by an Excluded Service, by the Client's failure to follow the Service Provider's recommendations, or by any pre-existing defect or condition of the Covered Equipment or the Premises.

Any claim against the Service Provider must be notified in writing within [number] days of the Client becoming aware of the circumstances giving rise to it, and any legal proceedings must be commenced within [number] year(s) of the cause of action accruing, failing which the claim shall be barred.

The Client acknowledges that the Fixed Fee and other charges reflect the allocation of risk in this Section and that the Service Provider would not enter into this Agreement without these limitations.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence or for fraud. The Client's obligation to pay fees is not subject to any limitation in this Section.

The Client shall indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, employees, agents and subcontractors (the "Service Provider Indemnitees") from and against any and all claims, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Client's breach of this Agreement; (ii) the negligence or willful misconduct of the Client or its personnel, contractors or invitees; (iii) any hazardous condition at the Premises or the Client's failure to disclose it; (iv) the operation, use or condition of the Covered Equipment and the Premises, other than to the extent caused by the Service Provider's gross negligence or willful misconduct; and (v) any third-party claim relating to Parts, drawings or specifications furnished by the Client.

The Service Provider shall indemnify the Client against third-party claims for bodily injury, death or damage to tangible property to the extent directly caused by the Service Provider's negligence or willful misconduct in performing the Maintenance Services, subject always to Section 11. This indemnity is the Client's sole remedy in respect of such third-party claims.

A Party seeking indemnification (the "Indemnified Party") shall give the other Party (the "Indemnifying Party") prompt written notice of the claim, provided that delay shall relieve the Indemnifying Party only to the extent it is materially prejudiced. The Indemnified Party shall provide reasonable cooperation at the Indemnifying Party's expense.

The Indemnifying Party shall have the right to control the defense and settlement of the claim with counsel of its choice, provided that it shall not settle any claim in a manner that imposes liability or admission of fault on the Indemnified Party without that party's prior written consent, not to be unreasonably withheld. The Indemnified Party may participate in the defense at its own expense.

The obligations in this Section survive the expiration or termination of this Agreement.

The Client shall, at its own expense, maintain throughout the Term: (i) commercial general liability insurance with limits of not less than [amount] per occurrence; (ii) property insurance covering the Premises and the Covered Equipment on a replacement cost basis; and (iii) such other insurance as is required by Applicable Law or reasonably requested by the Service Provider.

The Service Provider shall maintain throughout the Term: (i) commercial general liability insurance with limits of not less than [amount] per occurrence; and (ii) workers' compensation or equivalent insurance as required by Applicable Law for its employees.

The Client's policies shall name the Service Provider as an additional insured, where available, with respect to liabilities arising from the Maintenance Services, shall be primary and non-contributory to any insurance maintained by the Service Provider, and shall include a waiver of subrogation in favor of the Service Provider and its insurers.

The Client shall provide certificates of insurance upon request and shall give the Service Provider not less than [number] days' prior written notice of cancellation, non-renewal or material reduction in cover.

Each Party shall be responsible for any deductibles or self-insured retentions under its own policies. The existence of insurance shall not limit or expand the liability of either Party under this Agreement.

If the Client fails to maintain the insurance required by this Section, the Service Provider may, without obligation, procure it and recover the cost from the Client, or suspend the Maintenance Services until compliance.

This Agreement commences on the Effective Date and continues for an initial term of [number] [months/years] (the "Initial Term"), unless terminated earlier in accordance with this Section.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive renewal terms of [number] [months/years] each (each a "Renewal Term"), unless either Party gives the other written notice of non-renewal not less than [number] days before the end of the Initial Term or the then-current Renewal Term, in which case this Agreement shall expire at the end of that term.

Either Party may terminate this Agreement by written notice with immediate effect if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after receiving written notice specifying the breach. Non-payment by the Client is a material breach capable of remedy within [number] days of notice.

The Service Provider may terminate this Agreement immediately by written notice if: (i) the Client becomes insolvent, enters bankruptcy, liquidation or any similar proceeding, or makes an assignment for the benefit of creditors; (ii) the Client repeatedly fails to provide access or to comply with safety requirements; or (iii) the Service Provider reasonably determines that continued performance would be unlawful or unsafe.

The Service Provider may also terminate this Agreement for convenience upon [number] days' written notice to the Client. The Client may terminate for convenience before the end of the then-current term only by giving not less than [number] days' written notice and paying an early termination fee equal to [percentage] percent of the Fixed Fees that would have been payable for the remainder of the then-current term.

Upon expiry or termination for any reason: (i) the Client shall pay all fees, charges and Parts costs accrued up to the effective date of termination, and all unpaid Fixed Fees shall become immediately due where termination results from the Client's breach; (ii) the Service Provider shall cease performing the Maintenance Services; and (iii) each Party shall return or destroy the other's Confidential Information in accordance with Section 16.

Termination or expiry shall not affect any rights, remedies or obligations accrued before termination. Sections 7, 10, 11, 12, 16, 17 and 18, and any provision which by its nature is intended to survive, shall survive termination or expiry.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control (a "Force Majeure Event"), including acts of God, fire, flood, earthquake, storm, epidemic or pandemic, war, terrorism, civil unrest, strikes or labor disputes, governmental orders or restrictions, utility or transport failures, supplier or manufacturer shortages or delays, and failures of telecommunications.

The affected Party shall give the other Party prompt written notice of the Force Majeure Event, describing its nature and expected duration, and shall use reasonable efforts to mitigate its effects and to resume performance as soon as reasonably practicable.

The time for performance shall be extended for a period equal to the duration of the Force Majeure Event. The Service Provider's response times in Section 4 shall be suspended accordingly.

During a Force Majeure Event affecting the Service Provider, the Client shall remain liable for amounts due for Maintenance Services already performed, and the Fixed Fee shall be equitably reduced only in respect of those Maintenance Services that the Service Provider is wholly prevented from performing for a continuous period exceeding [number] days.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate this Agreement upon [number] days' written notice, without liability other than for amounts accrued before termination.

Increased costs or economic hardship, including increases in the cost of Parts, labor or fuel, shall not by themselves constitute a Force Majeure Event.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, that is designated as confidential or that a reasonable person would understand to be confidential, including technical data, equipment specifications, site layouts, security arrangements, pricing, methods and business information, and the terms of this Agreement.

The Receiving Party shall (i) use Confidential Information solely for the purpose of performing or receiving the Maintenance Services; (ii) not disclose it to any third party except as permitted by this Section; and (iii) protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

The Receiving Party may disclose Confidential Information to its Affiliates, employees, subcontractors, professional advisers, insurers and financiers who need to know it and are bound by confidentiality obligations no less protective than those in this Section, and the Receiving Party shall be responsible for any breach by such persons.

Confidential Information does not include information that (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully known to the Receiving Party before disclosure; (iii) is lawfully received from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, court order or governmental authority, provided that, where lawful, it gives the Disclosing Party prompt prior notice and reasonable cooperation to seek protective measures.

The Service Provider may retain copies of Confidential Information as reasonably required for its records, legal compliance and insurance purposes, and may retain maintenance data, reports and general know-how, subject to continuing confidentiality obligations. The Service Provider may identify the Client as a customer in its client lists unless the Client objects in writing.

The obligations in this Section continue during the Term and for [number] years after its expiry or termination, and, in respect of trade secrets, for as long as they remain trade secrets. The Parties acknowledge that breach of this Section may cause irreparable harm for which damages would be inadequate, and that the Disclosing Party may seek injunctive relief in addition to other remedies.

This Agreement and any dispute or claim arising out of or in connection with it, including its formation, interpretation, performance or termination, and any non-contractual obligations, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute through good-faith negotiations between their senior representatives. Either Party may initiate this process by written notice describing the dispute, and the representatives shall meet within [number] days of the notice.

If the dispute is not resolved within [number] days after the notice, the Parties may, by mutual agreement, refer it to mediation administered by [mediation institution], with costs shared equally. Failing resolution through mediation within [number] days of its commencement, either Party may refer the dispute as provided below.

Any dispute not resolved under the foregoing shall be finally resolved by [binding arbitration under the rules of [arbitration institution] by [number] arbitrator(s), seated in [city, jurisdiction], conducted in the English language] [or: the exclusive jurisdiction of the courts of [city, jurisdiction]], and each Party irrevocably submits to such forum. Judgment on any arbitral award may be entered in any court of competent jurisdiction.

The prevailing Party in any dispute shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party.

Notwithstanding the foregoing, the Service Provider may at any time seek interim or injunctive relief, and may bring proceedings for the collection of unpaid fees, in any court of competent jurisdiction. Each Party waives, to the extent permitted by Applicable Law, any right to a trial by jury.

Pending resolution of any dispute, each Party shall continue to perform its obligations under this Agreement, except that the Service Provider may exercise its rights of suspension under Section 7 in respect of undisputed amounts.

Any notice under this Agreement shall be in writing and delivered by hand, by recognized courier, by registered mail or by email to the addresses set out in the signature section (or such other address as a Party notifies in writing). Notices shall be deemed received upon delivery if by hand or courier, [number] Business Days after posting if by registered mail, and on the next Business Day after transmission if by email without notice of delivery failure.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous negotiations, proposals, understandings and agreements, whether written or oral. In the event of any conflict between this Agreement and any purchase order or other document issued by the Client, this Agreement shall prevail.

No amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver of it.

The Client may not assign, transfer or subcontract any of its rights or obligations under this Agreement without the Service Provider's prior written consent. The Service Provider may assign this Agreement to an Affiliate or to a successor to all or substantially all of its relevant business upon notice to the Client. This Agreement binds and benefits the Parties and their permitted successors and assigns.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid replacement provision that most closely achieves the original intent.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party has authority to bind the other. The Service Provider retains control over the means, methods and personnel used to perform the Maintenance Services. There are no third-party beneficiaries of this Agreement, except the Service Provider Indemnitees.

Each Party shall comply with Applicable Law in the performance of this Agreement, including anti-bribery and sanctions requirements, and each Party shall bear its own costs in connection with the negotiation and execution of this Agreement.

This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.