Virginia maintenance service contract template

Virginia Maintenance Service Agreement

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

[Service Provider Legal Name], a [Entity Type, e.g., LLC, Corporation] with its principal place of business at [Service Provider Address], hereinafter referred to as "Provider", and

[Client Legal Name], a [Entity Type, e.g., LLC, Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client".

1. Scope of Services:

Option A: General Maintenance

Provider shall perform general maintenance services as described in [Exhibit A, attached]. These services include: [List of services, e.g., inspection, cleaning, lubrication, adjustments, part replacement, testing] of the following equipment/systems/property: [List of covered equipment/systems/property]. Maintenance frequency shall be [Frequency, e.g., weekly, monthly, quarterly]. Service standards shall conform to [Industry Codes or Manufacturer Guidelines] relevant in Virginia. Geographic service location(s): [Specific Location(s)].

Option B: Specialized Maintenance

Provider shall perform specialized maintenance services as described in [Exhibit A, attached]. These services include: [List of specialized services] of the following equipment/systems/property: [List of covered equipment/systems/property]. Maintenance frequency shall be [Frequency]. Service standards shall conform to [Industry Codes or Manufacturer Guidelines] relevant in Virginia. Geographic service location(s): [Specific Location(s)].

2. Excluded Services:

Option A: Standard Exclusions

Provider will not be responsible for: [List of excluded services, e.g., emergency repairs beyond standard scope, repairs due to client negligence, acts of God]. Specifically excluded are services related to: [Specify Hazardous Materials or Conditions in compliance with Virginia environmental and safety laws].

Option B: Custom Exclusions

Provider will not be responsible for: [List of specific custom exclusions tailored to the client's needs]. Any services required due to [Specific Event or Condition] are also excluded.

3. Service Schedule:

Option A: Standard Schedule

Services will be performed on [Days of the week] between the hours of [Start Time] and [End Time]. The following holidays are excluded: [List of Holidays]. Response time for emergency requests is [Response Time, e.g., within 2 hours]. Scheduling/rescheduling requires [Number] days' notice.

Option B: Flexible Schedule

Services will be performed according to a schedule to be mutually agreed upon by Provider and Client. Client must provide [Number] days' notice for scheduling/rescheduling. Response time for emergency requests is [Response Time].

4. Client Obligations:

Option A: Standard Obligations

Client shall provide access to the premises, supply necessary utilities (e.g., electricity, water), report malfunctions promptly, and cooperate with Provider's personnel during service visits. Right of entry will be exercised in accordance with [Virginia landlord-tenant or property law, if applicable].

Option B: Specific Obligations

In addition to the above, Client shall: [List any specific client obligations, e.g., maintain specific environmental conditions, provide specific equipment for testing].

5. Personnel Requirements:

Option A: General Requirements

Provider's technicians shall have passed background checks and possess relevant training certifications. Provider will comply with Virginia labor laws. Technicians will display identification onsite. Provider will adhere to COVID-19 or other local safety protocols.

Option B: Detailed Requirements

Provider’s technicians must have the following specific certifications: [List of required certifications]. All technicians must undergo a [Type] background check within [Number] months of assignment.

6. Materials, Tools, and Replacement Parts:

Option A: Standard Parts

Provider shall use genuine or equivalent-quality replacement parts. Provider is responsible for procurement. Environmental disposal will be in accordance with Virginia's hazardous waste and recycling regulations.

Option B: Client-Supplied Parts

Client will provide all replacement parts. Provider is responsible for proper installation. Environmental disposal will be the responsibility of [Party Responsible].

7. Subcontracting:

Option A: No Subcontracting

Provider shall not subcontract any portion of the services without the prior written consent of Client.

Option B: Allowed Subcontracting

Provider may subcontract services, provided that all subcontractors adhere to Virginia licensing and insurance standards. Provider remains responsible for the performance of subcontractors.

8. Fee Structure and Payment:

Option A: Flat Rate

The fee for services is a flat rate of [Dollar Amount] per [Frequency, e.g., month, quarter]. Payment is due [Number] days from the date of invoice.

Option B: Time and Materials

The fee for services is based on time and materials. The hourly rate is [Dollar Amount]. Materials will be billed at cost plus [Percentage] markup.

Unit rates for additional services: [List of additional services and their rates]

Overtime charges: [Overtime Rate]

Payment schedule: [e.g., monthly, milestone]

Invoice delivery methods: [e.g., email, postal mail]

Applicable Virginia taxes and surcharges: [List taxes and surcharges]

9. Late Payment Penalties:

Option A: Standard Penalties

Late payments are subject to a penalty of [Percentage]% per month, or the maximum rate permitted by Virginia law, whichever is lower.

Option B: Specific Penalties

Late payments are subject to a penalty of [Dollar Amount] per day.

10. Warranty:

Provider warrants that all work will be completed in a workmanlike manner in accordance with Virginia maintenance industry practices and relevant state codes.

11. Insurance:

Provider shall maintain the following insurance coverage: Commercial General Liability ([Dollar Amount]), Workers' Compensation (as required by the Virginia Workers' Compensation Act), and Automobile Liability ([Dollar Amount]). Certificates of insurance with Virginia endorsements shall be provided to Client.

12. Licensing:

Provider warrants that it is properly licensed, certified, and registered under all relevant Virginia contractor and business regulations and will maintain such status throughout the contract term.

13. Compliance with Laws:

Provider shall comply with all applicable Virginia and federal laws, codes, and ordinances.

14. Record-Keeping and Reporting:

Provider shall maintain service logs, inspection reports, equipment status updates, and maintenance records and provide these to Client [Frequency, e.g., monthly, quarterly]. Records shall be retained for [Number] years, as required by Virginia law.

15. Client Feedback and Service Acceptance:

Client shall provide feedback to Provider regarding service quality. Service acceptance criteria are: [List criteria]. Client may reject non-conforming services within [Number] days.

16. Confidentiality:

Provider shall maintain the confidentiality of Client's data, operational details, and technical information, consistent with Virginia trade secrets and business practice statutes.

17. Intellectual Property:

Client shall have the right to use any custom-developed manuals, software, or reporting systems created during service. Provider retains ownership of standard know-how.

18. Right to Audit:

Client shall have the right to audit Provider's records related to the services provided under this Agreement.

19. Amendments:

This Agreement may be amended only by a written instrument signed by both parties. Amendments require [Number] days' notice.

20. Default and Remedies:

Default events include: [List default events, e.g., material breach, violations of law, repeated deficiencies]. Remedies include: opportunity to cure within [Number] days, liquidated damages for delays or repeated unsatisfactory service, and withholding payment.

21. Termination:

Option A: Termination for Convenience

Either party may terminate this Agreement for convenience with [Number] days' written notice.

Option B: Termination for Cause

Either party may terminate this Agreement for cause (e.g., material breach) with [Number] days' written notice. Termination is also permitted for a change in law that makes contract performance illegal.

22. Liability and Indemnification:

Provider's liability shall be limited to the amount paid by Client under this Agreement. Provider shall not be liable for indirect or consequential damages. Indemnification obligations are limited as permitted by Virginia law.

23. Dispute Resolution:

Any disputes shall be resolved through negotiation, then mediation or arbitration. Virginia law governs this Agreement. Venue shall be a Virginia court of competent jurisdiction.

24. Non-Solicitation and Non-Hire:

During the term of this Agreement and for [Number] months thereafter, neither party shall solicit or hire the other party's employees, as allowed by Virginia law.

25. Force Majeure:

Neither party shall be liable for delays or failures in performance due to acts of God (including severe weather relevant in Virginia), war, riots, or other causes beyond its reasonable control.

26. Equal Opportunity:

Provider shall adhere to equal opportunity practices and comply with the Virginia Human Rights Act and anti-discrimination regulations.

27. Assignment:

This Agreement may not be assigned by either party without the prior written consent of the other party.

28. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

29. Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

30. Waiver:

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

31. 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.

32. Notices:

All notices shall be in writing and sent by [Accepted Delivery Methods, e.g., certified mail, email] to the addresses listed above.

33. Authority:

Each party represents and warrants that it has the authority to enter into this Agreement and that all representations are true under penalty of Virginia law.

34. Definitions and Interpretations:

[Define any ambiguous terms based on Virginia usage.]

35. Signatures:

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

[Service Provider Legal Name]

By: [Name]

Title: [Title]

Date: [Date]

[Client Legal Name]

By: [Name]

Title: [Title]

Date: [Date]