South Dakota maintenance service contract template

South Dakota Maintenance Service Contract

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

[Service Provider Legal Name], a [State of Formation] [Entity Type, e.g., LLC], with a principal place of business at [Service Provider Address], and business license/registration number [Service Provider License Number] (the "Service Provider");

and

[Client Legal Name], a [State of Formation] [Entity Type, e.g., Corporation], with a principal place of business at [Client Address] (the "Client").

Contact Information:

Service Provider Contact Person: [Service Provider Contact Name]

Service Provider Phone: [Service Provider Phone Number]

Service Provider Email: [Service Provider Email Address]

Client Contact Person: [Client Contact Name]

Client Phone: [Client Phone Number]

Client Email: [Client Email Address]

1. Scope of Services

Option A: Comprehensive Maintenance: The Service Provider shall provide comprehensive maintenance services for the following assets, property, or equipment: [List of Assets with Serial Numbers/Locations]. These services include preventive maintenance, corrective repair, scheduled inspections, emergency standby, equipment calibration, replacement parts installation, system upgrades, and cleaning where applicable.

Option B: Specific Maintenance: The Service Provider shall provide maintenance services specifically limited to: [Detailed description of specific services. E.g., HVAC filter replacements and annual system inspections] on the following assets, property, or equipment: [List of Assets with Serial Numbers/Locations].

Option C: On-Demand Maintenance: The Service Provider will provide maintenance services only upon request from the Client for the following assets, property, or equipment: [List of Assets with Serial Numbers/Locations]. All services will be quoted and approved before commencement.

2. Service Schedule and Response Times

Option A: Scheduled Maintenance: Maintenance services will be performed according to the following schedule: [Frequency, e.g., Monthly, Quarterly]. Minimum response time for service requests: [Response Time]. Maximum response time: [Response Time]. Standard working hours: [Working Hours]. Blackout dates: [Blackout Dates].

Option B: On-Call Maintenance: The Service Provider will be available on-call [Days of Week] from [Start Time] to [End Time]. Response time will be [Response Time] after notification.

Option C: Emergency Maintenance: For emergency service, the service provider shall respond within [Response Time].

Procedures for after-hours, holiday, or emergency services: [Detailed Procedures].

Escalation process for high-priority issues: [Detailed Escalation Process].

3. Service Quality and Standards

Option A: Industry Standard: All services will be performed to meet industry standards for quality and workmanship. Manufacturer-recommended materials will be used. Personnel will hold required South Dakota certifications (e.g., HVAC, electrical, plumbing licenses).

Option B: Specific Standards: Services will be performed according to the following specific standards: [Detailed description of specific standards, e.g., ISO certification, specific performance metrics].

Compliance with relevant federal, state, and local regulations (e.g., South Dakota Department of Health or Department of Labor standards, OSHA safety rules).

4. Client Responsibilities

Option A: Standard Responsibilities: The Client shall provide site access, utility availability, notification of hazardous conditions, and advanced notice of any changes to site or equipment usage.

Option B: Limited Responsibilities: Client is responsible for providing: [List specific client responsibilities].

Required client cooperation and prompt communication protocols, including contact information for site supervisors or building managers: [Contact Information].

5. Working Location and Conditions

Option A: Standard On-Site Service: Services will be performed at the following on-site address: [Address].

Option B: Specific Requirements: Services will be performed at the following location: [Address] under the following conditions: [Conditions, e.g., PPE requirements, background checks].

Conditions regarding work areas, safety procedures, and environmental protection (including obligations under South Dakota environmental or hazardous waste disposal rules): [Detailed conditions].

6. Parts and Materials

Option A: Service Provider Supplied: The Service Provider will supply all parts and materials necessary for the maintenance services. OEM parts will be used unless otherwise agreed upon.

Option B: Client Supplied: The Client will supply all parts and materials. The Service Provider is not responsible for defects in client-supplied materials.

Ownership of replaced components: [Ownership Details].

Warranties on parts and labor: [Warranty Details].

Risk Allocation for Client Supplied Materials: [Risk Allocation Details].

7. Service Reports and Documentation

Option A: Digital Reporting: The Service Provider will provide digital service reports, including service logs, checklists, and work orders. Photographs before and after work will be included.

Option B: Paper Reporting: The Service Provider will provide paper service reports including: [List included reports].

Mandatory client countersignatures: [Requirements for Client Signature].

Access to technical records in accordance with South Dakota right-to-information laws (e.g., for public contracts).

Requirements for record retention and transfer upon contract end: [Retention Policy].

8. Service Fees and Payment Terms

Option A: Fixed Price: The service fee for the services described in this Agreement is [Dollar Amount] per [Frequency, e.g., Month, Quarter].

Option B: Time and Materials: The service fee will be based on time and materials, according to the attached schedule of rates.

Option C: Retainer: The client will pay the Service Provider a monthly retainer fee of [Dollar Amount]. Services exceeding the retainer scope will be billed at [Hourly Rate].

Detailed invoice template: [Invoice Template Description].

Schedule of rates: [Rate Schedule Description].

Overtime and emergency call-out charges: [Overtime/Emergency Charges].

Payment terms: [Payment Terms, e.g., Net 30].

Late fee policy: [Late Fee Policy].

Applicable South Dakota sales or use tax rules.

9. Change Orders

Option A: Written Approval Required: All changes to the scope of services must be documented in a written change order and approved by both parties.

Option B: Email Approval: Change orders can be approved via email confirmation from authorized representatives of both parties.

Documentation requirements: [Documentation Requirements].

Pricing adjustments for scope amendments or additional services: [Pricing Adjustment Policy].

10. Intellectual Property

Option A: Client Ownership: All intellectual property rights related to the services provided under this Agreement shall belong to the Client.

Option B: Service Provider Ownership: The Service Provider retains all intellectual property rights related to the services provided under this Agreement, except for client-specific data.

Allocation of intellectual property rights for any custom work, software updates, or proprietary maintenance processes.

Rights to manuals or service data.

Prohibition of the unauthorized use of client or provider trademarks.

11. Confidentiality

Option A: Standard Confidentiality: All technical, operational, and business information obtained during the contract will be kept confidential.

Option B: Specific Confidentiality: The following information is deemed confidential: [List of confidential information].

Obligation to comply with South Dakota Uniform Trade Secrets Act.

Duration of confidentiality post-termination: [Duration].

12. Data Privacy and Information Security

Option A: Standard Practices: The Service Provider will adhere to industry best practices for data privacy and information security.

Option B: Specific Measures: The Service Provider will implement the following specific measures to protect data privacy and information security: [List measures].

Referencing South Dakota’s data breach notification requirements (SD Codified Laws §20-40-20+).

Minimum standards for secure handling of client information.

13. Warranty

Option A: Standard Warranty: The Service Provider warrants its labor and new parts for [Duration].

Option B: No Warranty: The Service Provider provides no warranty for labor or parts.

Warranty claim process: [Claim Process].

Exclusions (such as misuse, acts of God, unauthorized third-party repairs).

Overlap with manufacturer warranties: [Overlap Details].

14. Insurance

Option A: Standard Coverage: The Service Provider will maintain general liability, workers’ compensation, and auto liability insurance with minimum limits of [Dollar Amount].

Option B: Specific Coverage: The Service Provider will maintain the following specific insurance coverage: [List coverage].

Proof of insurance and notification duty in case of policy modification or cancellation.

Additional insured endorsement for clients if customary in South Dakota.

15. Liability and Indemnification

Option A: Standard Indemnification: The Service Provider will indemnify the Client against third-party claims or property damage arising from the Service Provider’s negligence.

Option B: Limited Liability: The Service Provider's liability is limited to the amount paid by the Client under this Agreement.

Carve-outs for willful or gross negligence per South Dakota public policy.

Client obligations to mitigate damages.

16. Termination

Option A: Termination for Cause: Either party may terminate this Agreement for material breach by the other party.

Option B: Termination for Convenience: Either party may terminate this Agreement with [Number] days' written notice.

Allowable grounds (material breach, nonperformance, mutual consent, prolonged force majeure).

Advance notice periods: [Notice Period].

Final settlement: [Settlement Terms].

Obligations to return site access credentials and confidential materials.

17. Remedies for Breach

Option A: Standard Remedies: Remedies for breach include the right to withhold payments, request for cure within a defined period, and assessed damages in case of delay or faulty service.

Option B: Specific Remedies: Remedies for breach are limited to: [List Remedies].

Step-by-step escalation process: [Escalation Process].

18. Compliance with Laws

Option A: General Compliance: The Service Provider will comply with all relevant South Dakota statutes, administrative codes, licensing and permitting requirements.

Option B: Specific Compliance: The Service Provider will comply with the following specific laws and regulations: [List of Specific Laws].

Prevailing wage or public procurement rules if applicable.

Any locally required business registrations.

19. Dispute Resolution

Option A: Mediation and Arbitration: Any disputes arising under this Agreement will be resolved through mediation in South Dakota, followed by binding arbitration if mediation is unsuccessful.

Option B: Litigation: Any disputes arising under this Agreement will be resolved in the courts of South Dakota.

Venue and jurisdiction in the appropriate South Dakota county court.

20. Force Majeure

Option A: Standard Force Majeure: Neither party will be liable for delays or failures to perform due to force majeure events.

Option B: Specific Force Majeure: The following events constitute force majeure: [List of Force Majeure Events].

Covered events (e.g., severe weather, regional emergencies as common in South Dakota).

Notification duties: [Notification Duties].

Adjustment of obligations: [Obligation Adjustments].

21. Subcontracting

Option A: Subcontracting Permitted: The Service Provider may subcontract portions of the services, but remains responsible for the subcontractors’ performance.

Option B: Subcontracting Prohibited: The Service Provider is prohibited from subcontracting any portion of the services.

Pre-approval procedures.

Ensuring subcontractors’ compliance with all contract, license, and insurance requirements.

22. Assignment

Option A: Assignment Allowed: This Agreement may be assigned by either party with the written consent of the other party.

Option B: Assignment Prohibited: This Agreement may not be assigned by either party.

Conditions or prohibitions for both parties.

23. Term and Renewal

Option A: Fixed Term: This Agreement will commence on [Start Date] and continue for a term of [Duration].

Option B: Automatic Renewal: This Agreement will automatically renew for successive [Duration] terms unless either party provides written notice of termination [Number] days prior to the renewal date.

Conditions for extension.

Procedures for price adjustments on renewal (such as CPI-based increases or advance notice obligations in line with local custom).

24. Signatures

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

[Service Provider Legal Name]

By: [Service Provider Authorized Representative Name]

Title: [Service Provider Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]

25. Miscellaneous

Entire agreement.

Severability.

Waiver.

Notice methods and addresses: [Notice Information].

Compliance with applicable codes for electronic signatures and communications.

All terms should be specifically reviewed for compliance with South Dakota’s codified contract law and regulations governing service, trade, or construction businesses, adjusted as necessary for the client’s property type (commercial, industrial, governmental, residential) and the specific maintenance services involved.