Delaware maintenance service contract template

Delaware Maintenance Service Contract

This Maintenance Service Contract (the "Agreement") is made and entered into as of this [Date], by and between:

[Service Provider Name], a [State of Incorporation] corporation with its principal place of business at [Service Provider Address], and whose phone number is [Service Provider Phone Number], represented by [Service Provider Authorized Representative Name], hereinafter referred to as "Provider,"

and

[Client Name], a [State of Incorporation] corporation with its principal place of business at [Client Address], and whose phone number is [Client Phone Number], represented by [Client Authorized Representative Name], hereinafter referred to as "Client."

1. Scope of Services

Option A: General Maintenance

The Provider agrees to provide general maintenance services to the Client, including but not limited to: [List Specific Services].

Option B: Equipment Maintenance

The Provider agrees to provide maintenance services for the following equipment: [List Specific Equipment]. The scope of services includes: [Detailed Description of Scope, Specific Tasks, Service Frequencies]. This includes routine maintenance and emergency call-out capabilities.

Option C: HVAC Maintenance

The Provider agrees to provide maintenance services for the Client's HVAC systems, including: [Detailed Description of Scope, Specific Tasks, Service Frequencies, Covered Assets].

Start Date: [Start Date]

End Date: [End Date]

Exclusions: [List Excluded Services]

2. Service Standards and Performance Benchmarks

Option A: General Standards

The Provider shall perform all services in a professional and workmanlike manner, in accordance with industry standards and all applicable Delaware laws and regulations.

Option B: Specific Standards

Response Time: [Response Time for Routine Requests], [Response Time for Emergency Requests].

Completion Deadlines: [Specify Deadlines for Specific Tasks].

Compliance: The Provider shall comply with all applicable Delaware occupational and building codes, manufacturer requirements, and industry-specific best practices.

3. On-Site Access

Option A: Standard Access

The Client shall provide the Provider with reasonable access to the premises necessary to perform the services.

Option B: Specific Access Terms

Access Hours: [Specific Access Hours].

Safety Protocols: The Provider shall comply with the Client's safety protocols, including [List Specific Protocols]. Site orientation is required prior to start of work. The Provider shall comply with Delaware workplace safety and environmental rules.

Background Checks: [Specify if Background Checks are Required and the Procedure].

4. Licenses, Permits, and Insurance

Option A: Standard Requirements

The Provider represents and warrants that it possesses all necessary licenses and permits required by the State of Delaware to perform the services.

Option B: Specific Requirements

Delaware Business License: The Provider shall maintain a valid Delaware business license.

Insurance: The Provider shall maintain the following insurance coverage:

General Liability Insurance: [Coverage Amount]

Workers' Compensation Insurance: As required by Delaware law.

Automobile Liability Insurance: [Coverage Amount]

Professional Liability Insurance: [Coverage Amount]

Proof of insurance must be provided to the Client upon request.

5. Materials and Supplies

Option A: Provider Supplied

The Provider shall supply all materials, replacement parts, tools, and consumables necessary to perform the services, unless otherwise specified.

Option B: Client Supplied

The Client shall supply the following materials: [List Materials Supplied by Client].

Standards: All materials shall be of good quality and suitable for their intended purpose. Warranty information shall be provided for all materials supplied by the Provider.

6. Service Scheduling and Communication

Option A: Standard Scheduling

The Provider shall provide the services according to a schedule agreed upon by both parties.

Option B: Specific Scheduling Protocols

Advance Notice: The Provider shall provide [Number] days' notice for non-routine work.

Communication Channels: Routine requests should be directed to [Contact Person/Department]. Emergency requests should be directed to [Emergency Contact Person/Department and Phone Number].

Support Hours: [Days and Times of Support].

Escalation Contact: [Name, Title, and Contact Information].

7. Service Fee and Payment

Option A: Fixed Fee

The Client shall pay the Provider a fixed fee of [Dollar Amount] per [Time Period] for the services.

Option B: Hourly Rate

The Client shall pay the Provider an hourly rate of [Dollar Amount] per hour for the services.

Call-Out Charges: [Dollar Amount] per call-out.

Overtime Premium: [Overtime Rate] for hours worked outside of regular business hours.

Emergency Premium: [Emergency Rate] for emergency services.

Parts Pricing: [Description of Parts Pricing Policy].

Expenses: [Description of Expense Reimbursement Policy].

Delaware Sales Tax: Applicable sales tax will be added to all invoices.

Invoicing: The Provider shall submit invoices to the Client [Frequency].

Supporting Documentation: Invoices must include [List Required Documentation].

Payment Terms: Payment is due within [Number] days of the invoice date, in accordance with Delaware prompt payment laws.

8. Intellectual Property

Option A: Client Ownership

All intellectual property, including service documentation, technical reports, and maintenance records, shall be owned by the Client.

Option B: Provider Ownership (Limited)

The Provider retains ownership of its pre-existing intellectual property. The Client shall own all intellectual property specifically created for the Client's maintenance services.

9. Data Privacy and Confidentiality

Option A: Standard Confidentiality

Both parties agree to hold confidential all non-public information disclosed by the other party.

Option B: Specific Obligations

The Provider shall protect the confidentiality of the Client's operational data, site security information, and any other confidential information.

Post-Termination Confidentiality: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

10. Acceptance and Quality Assurance

Option A: Standard Acceptance

The Client shall have the right to inspect the services performed by the Provider.

Option B: Specific Protocols

Inspection Rights: The Client shall have [Number] days to inspect the services and report any defects or deficiencies.

Rectification: The Provider shall rectify any defects or deficiencies within [Number] days of notification.

Warranty Period: The warranty period for services and parts is [Number] days.

11. Hazardous Materials

Option A: Standard Compliance

The Provider shall handle any hazardous materials in accordance with all applicable Delaware statutes and regulations.

Option B: Specific Procedures

Disposal: The Provider shall properly dispose of all hazardous waste in accordance with Delaware environmental regulations.

12. Limitation of Liability

Option A: Standard Limitation

The Provider's liability for any damages arising out of this Agreement shall be limited to the amount of fees paid by the Client to the Provider under this Agreement.

Option B: Specific Limitations

Exclusion of Damages: The Provider shall not be liable for any indirect, incidental, or consequential damages.

Exceptions: This limitation shall not apply to damages caused by the Provider's gross negligence or willful misconduct.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, or government regulation.

Notice: The affected party shall provide the other party with prompt notice of the force majeure event and shall use commercially reasonable efforts to mitigate the effects of the event.

Delaware-Specific Notice Period: The affected party shall notify the other party within [Number] days of the occurrence of the force majeure event.

14. Indemnification

The Provider agrees to indemnify, defend, and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Provider's negligence, willful misconduct, or breach of this Agreement. This includes third-party claims arising from the Provider's noncompliance or violations of Delaware law.

15. Breach and Termination

Option A: Termination for Cause

Either party may terminate this Agreement for cause upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days of such notice.

Option B: Termination for Convenience

The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Provider.

Post-Termination Obligations: Upon termination of this Agreement, the Provider shall return all Client property and provide access to all records.

16. Subcontracting

The Provider shall not subcontract any of its obligations under this Agreement without the prior written consent of the Client. Any subcontractors must be appropriately licensed and insured in Delaware. The Client reserves the right to reject or remove any personnel for cause.

17. Non-Solicitation/Non-Compete

Option A: Non-Solicitation

During the term of this Agreement and for a period of [Number] years thereafter, the Provider shall not solicit or hire any employees of the Client.

Option B: Non-Compete (If Enforceable Under Delaware Law)

During the term of this Agreement and for a period of [Number] years thereafter, the Provider shall not compete with the Client within a [Radius] radius of the Client's business location.

18. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation. If negotiation fails, the parties agree to attempt mediation before resorting to litigation or arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Venue shall be in the appropriate Delaware courts.

19. Record-Keeping and Reporting

The Provider shall maintain accurate records of all services performed under this Agreement.

Retention Period: Service logs and reports shall be retained for a period of [Number] years.

Audit Rights: The Client shall have the right to audit the Provider's records.

20. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

21. Compliance with Laws

The Provider shall comply with all applicable Delaware laws and regulations, including anti-discrimination, equal employment, environmental, and consumer protection statutes.

22. Entire Agreement/Amendment

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. Any amendment to this Agreement must be in writing and signed by both parties.

23. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email with confirmation of receipt to the addresses set forth above.

24. Severability/Waiver

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

25. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

26. Onboarding Schedule (Optional)

The Client shall provide the Provider with onboarding and training on [Specific Systems or Procedures] within [Number] days of the effective date of this agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Service Provider Name]

By: [Service Provider Authorized Representative Name]

Title: [Service Provider Title]

[Client Name]

By: [Client Authorized Representative Name]

Title: [Client Title]