This is an agreement between a company and a computer equipment maintenance
company for preventive computer maintenance. This service is vital to a small business
to address the needs of their computer systems. Basic equipment maintenance such as
data backup, internal and external component cleaning and software updates should be
administered on a scheduled basis. This agreement contains numerous standard
provisions as well as opportunities for customization to fit the specific needs of the
parties. This document should be used by small businesses or other entities when
entering into agreements with companies for computer equipment maintenance and
Computer Equipment Maintenance Agreement
Agreement made on the (date), between (Name of Vendor), a corporation
organized and existing under the laws of the state of (name of state), with its principal
office located at (street address, city, state, zip code), referred to herein as Vendor, and
(Name of Customer), a corporation organized and existing under the laws of the state of
(name of state), with its principal office located at (street address, city, state, zip code),
referred to herein as Customer.
For and in consideration of the mutual covenants contained in this Agreement,
and other good and valuable consideration, the parties agree as follows:
1. Definitions. The following terms have the indicated meanings throughout this
A. The Agreement shall mean this Agreement.
B. Anniversary Date shall mean an anniversary of the effective date of this
C. Engineering Change shall mean a hardware modification suggested or
required by the manufacturer of that hardware.
D. Equipment shall mean the equipment listed on Exhibit A attached to this
Agreement, and hereby made a part of this Agreement. Exhibit A may be
modified from time to time to add items of Equipment or delete items of
E. Initial Term shall mean the one (1) year period from the Commencement
Date of this Agreement through the first Anniversary Date.
F. Maintenance Service shall mean all maintenance needed to maintain the
Equipment in good working condition, including without limitation, manufacturer-
recommended maintenance, reasonably required preventive maintenance, and
remedial maintenance, whether or not requested by Customer. The
Maintenance Service shall specifically include without limitation, lubrication,
adjustment, and replacement of maintenance parts.
G. Other Service shall mean all service provided by Vendor to Customer
other than Maintenance Service.
H. Principal Period Of Maintenance shall mean the period between 9:00
a.m. and 5:00 p.m., Monday through Friday, local and national holidays
I. Proprietary Information shall mean trade secret and confidential
information regarding Customerâ€™s software, hardware, other equipment, plant
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layout, business operations, employee information, customer information, vendor
information, financial information, marketing information, business plans,
information entrusted in confidence to Customer by third parties, and all other
technical and non-technical trade secret confidential information related in any
way to Customerâ€™s business operations.
J. Renewal Term shall mean any one (1) year period from any Anniversary
Date through the next succeeding Anniversary Date.
K. Vendor shall mean the above named Vendor.
L. Customer shall mean the above named Customer.
2. Scope Of The Agreement. Vendor agrees to provide Maintenance Service for
Customer on the Equipment, subject to the terms and conditions of this Agreement.
3. Maintenance Service. Vendor agrees to provide the Maintenance Service
during the Principal Period of Maintenance and be responsive to the general
maintenance needs of Customer.
4. Maintenance Service Availability.
A. All Equipment shall have the same Principal Period of Maintenance,
unless otherwise agreed to by the parties.
B. Any extension or modification of the Principal Period of Maintenance shall
be confirmed in writing and signed by Vendor.
C. Customer may request Maintenance Service on Saturday and/or Sunday
at the additional cost listed in Exhibit B attached to this Agreement.
5. Responsibilities Of Vendor. Vendor shall maintain the Equipment in good
operating condition by providing Maintenance Service, including without limitation, the
A. Providing unscheduled, on-call remedial maintenance as required during
the Principal Period of Maintenance following notification from Customer that the
Equipment is not functioning properly or is inoperative;
B. Where Customer deems the need for on-call remedial maintenance as an
emergency, responding to Customerâ€™s maintenance requests immediately by
telephone and as soon as possible on-site, if appropriate;
C. Where Customer deems the need for on-call remedial maintenance as
not an emergency, responding to Customer maintenance requests within four
(4) hours by telephone and within twenty-four (24) hours on-site, if appropriate;
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D. Expending all reasonable effort to repair the Equipment;
E. Providing and bearing the cost of all labor, parts and equipment
modifications which are reasonably necessary for maintaining the Equipment in
good operating condition, including without limitation, the replacement of parts
deemed necessary by Vendor. Customer understands that replacement parts
will meet the manufacturer's original specifications and will be furnished on an
exchange basis, with the replaced parts becoming the property of Vendor;
F. During the provision of Maintenance Service, taking all reasonable
precautions and all reasonable actions to prevent damage to Customerâ€™s
property and premises and to prevent interruption of Customerâ€™s business
6. Responsibilities Of Customer. Customer shall be responsible for the following:
A. Notifying Vendor as quickly as possible that the Equipment is not
functioning properly or is inoperative;
B. Allowing Vendor full and free access to the Equipment;
C. Waiving liability by Vendor for all reasonable actions taken by Vendor
during the provision of Maintenance Services;
D. Not imposing unreasonable restrictions upon Vendor as a condition to
access to the Equipment, except as may be included elsewhere in this
E. Allowing Vendor to use necessary machines, communication facilities,
and electricity while at Customerâ€™s premises at no charge to Vendor.
7. Service Limitations.
A. Maintenance Services shall not include:
1. Furnishing supplies, cleaning supplies necessary for preventive
maintenance, painting or refinishing equipment or furnishing material
therefore, except as required during the provision of Maintenance
Services or where Customer agrees to reimburse Vendor for the costs
2. Electrical work external to the equipment or installation,
maintenance or removal of alterations, attachments or other devices
neither furnished by Vendor nor agreed to by Vendor;
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3. Such service which is not reasonable for Vendor to render because
of alterations to or attachments to the Equipment not provided by Vendor,
not done at Vendorâ€™s suggestion, and not done at Vendorâ€™s request.
B. Vendor may provide Other Service to Customer as follows:
1. Other Service shall result from a specific request by Customer for
Vendorâ€™s to provide Other Service or if Customer requests Vendor
services which are other than Maintenance Service.
2. Such Other Service may result from the following, without limitation:
unauthorized attempts by other than Vendor personnel or its authorized
agents, to repair, maintain or modify the equipment; catastrophe; failure of
equipment not maintained by or installed contrary to Vendorâ€™s
recommendation; unreasonable actions of Customer; unreasonable
Customer error; unreasonable and improper use or misuse of equipment;
causes external to the equipment, (including without limitation, fluctuations
or failure of electrical power, air conditioning or humidity control).
3. Vendor shall charge for the Other Service by Vendorâ€™s time and
material rates then in effect. Vendor shall charge for any Other Service
only after Vendor has explained the intended Other Service to Customer,
given Customer an estimate of the cost of the Other Service, and
obtained Customer's written authorization to proceed with such Other
4. Customer agrees that such time and material charges are in
addition to the charges for Maintenance Service.
C. At the end of the Initial Term, or any Renewal Term, if individual items of
Equipment cannot in Vendorâ€™s reasonable opinion be properly or economically
maintained on site under the Maintenance Service due to excessive wear or
deterioration, or if replacement parts for individual items of Equipment become
not reasonably available, Vendor and Customer shall discuss options for
Customer to continue to obtain the functionality of such items. Such options may
include Vendor supplying Customer with a quotation for reconditioning those
items of Equipment at a supplier's product repair center or other location. In the
event that Vendor and Customer do not agree to pursue any such option,
Vendor may withdraw such items of Equipment from Exhibit A of this
Agreement upon ninety (90) days prior written notice to Customer. Vendor
acknowledges that such withdrawal must be accompanied by a reduction of the
cost of Maintenance Service by the amount charged for such withdrawn items.
8. Supplies And Recording Media. Vendor will make available upon request a
listing of recommended media and supplies. Customer may use such recommended
media and supplies or reasonable substitutes for them. Customer may seek Vendor
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Vendorâ€™s approval for any such substitutes; such approval shall not be unreasonably
withheld. Customer understands that use of media or supplies not recommended or
approved may result in services by Vendor being deemed Other Service. However,
Vendor acknowledges that Customerâ€™s reasonable use of any recommended or
approved media and supplies cannot be the basis of deeming any Vendor services as
9. Taxes. In addition to the charges due under this Agreement, Customer agrees
to pay amounts equal to any sales taxes, use taxes, or value-added taxes resulting from
services, supplies, or equipment provided under this Agreement. Such amounts
specifically exclude any taxes based upon Vendorâ€™s net income.
10. Engineering Changes.
A. As part of the Maintenance Service, Vendor will install without charge, all
mandatory Engineering Changes and such other Engineering Changes that it
deems necessary. If Customer unreasonably refuses to permit installation of an
Engineering Change, or unreasonably removes an Engineering Change already
installed, Vendor may at its option discontinue providing Maintenance Service
until the condition has been corrected.
B. If Customer requests installation of Engineering Changes at times other
than during the Principal Period Of Maintenance even though Customer could
reasonably permit such installation during the Principal Period Of Maintenance,
Vendor may deem such installation as Other Service.
A. Vendor shall invoice Customer for charges for Maintenance Service
either monthly or quarterly. If invoiced monthly, Customer shall receive the
invoice at least twenty (20) days before the beginning of the month to which the
invoice applies; if invoiced quarterly, Customer shall receive the invoice at least
thirty (30) days before the beginning of the quarter to which the invoice applies.
Payment for such charges are due by the first day of the period to which the
invoice applies, or twenty (20) days after Customer receives the invoice,
whichever is later.
B. Vendor shall invoice Customer for charges for Other Service after
completion of the Other Service. Payment for such charges are due within thirty
(30) days from when Customer receives an invoice reflecting such charges.
C. Vendor may authorize an authorized agent for purposes of billing. If
Vendor so authorizes, Vendor shall notify Customer in writing of the name and
address of its authorized agent; this notification shall remain in effect until
revoked or modified by Vendor in writing.
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D. Vendor may adjust charges for Maintenance Service for any Renewal
Term by giving Customer at least ninety (90) days prior written notice. The
adjusted charges shall not exceed Vendorâ€™s published charges for Maintenance
Service on the effective date of the adjustment. The charges for items of
Equipment added to this Agreement will be the current published rates at the
time such items are added.
12. Movement Of Equipment.
A. To permit continuity of Maintenance Service under this Agreement,
Customer shall give Vendor at least thirty (30) days prior written notice of its
intent to move the Equipment. Vendor may terminate Maintenance Service for
any Equipment that is moved to a location more than one hundred (100) miles
from (name of city) limits.
B. As part of the Maintenance Service, Vendor shall consult as to approved
methods of de-installation, movement, and reinstallation of the Equipment.
Vendor may discontinue Maintenance Service if the Equipment is de-installed,
moved, or reinstalled by means not unreasonably disapproved by Vendor.
13. Secrecy. Vendor understands and acknowledges that during the performance of
Maintenance Service and Other Service for Customer, Vendor shall become aware of
Customerâ€™s Proprietary Information. Vendor agrees to treat Customerâ€™s Proprietary
Information at least as carefully as Vendor treats its own most proprietary information.
A. Vendor shall have the right to terminate this Agreement upon Customerâ€™s
failure to make payment of sums due for more than sixty (60) days.
B. Customer shall have the right to terminate this Agreement upon Vendorâ€™s
failure to provide Maintenance Service three (3) days after a request by
Customer or seven (7) days after scheduled preventive maintenance.
C. Either party shall have the right to terminate this Agreement upon the
occurrence of any of the following events:
1. The adjudication of the other party as bankrupt;
2. The execution by the other party of any assignment for the benefit
3. The appointment of a receiver for the other party;
4. The dissolution of the other party;
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5. Written consent of the parties hereto;
6. The other party neglects or fails to perform any of its obligations
under this Agreement and such failure continues for a period of thirty (30)
days after written notice thereof.
D. Upon termination of this Agreement for any reason whatsoever, Vendor
shall return immediately to Customer all Customerâ€™s Proprietary Information and
other property of Customer.
15. Term Of Agreement. This Agreement shall be effective from the
Commencement Date and shall continue for the Initial Term. The Agreement shall
automatically renew for successive Renewal Terms thereafter until terminated by either
party upon ninety (90) days prior written notice of the next succeeding Anniversary
A. This Agreement shall be effective when executed by both Vendor and
Customer. The terms of this Agreement shall remain in full force and effect both
during the period of Maintenance Service and after termination of Maintenance
Service for any reason whatsoever, where provided for in this Agreement.
B. This Agreement represents the entire agreement of the parties and
supersedes any and all prior agreements, written or oral, between the parties
regarding Maintenance Service. Any amendments to this Agreement shall be in
writing and signed by the parties hereto.
C. If any provision of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this Agreement shall
remain in full force and effect.
D. This Agreement shall be construed according to the laws of the State of
(name of state) for agreements that are wholly performed within the State of
(name of state).
E. Each and all of the provisions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors in
F. Neither party may assign its rights or delegate its duties hereunder, except
with the other party's prior written consent, which shall not be unreasonably
withheld. Notwithstanding any other provisions of this paragraph, Customer may
assign its rights under this Agreement to any successor in interest to
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G. Vendor understands and agrees that because of the unique nature of
Customerâ€™s Proprietary Information of which Vendor may be apprised during
the term of this Agreement, Customer will suffer irreparable harm in the event
that Vendor breaches this Agreement and that monetary damages will be
inadequate to compensate Customer for such breach. Accordingly, Vendor
agrees that Customer has, in addition to any other legal or equitable remedies
available to Customer, the right to (i) immediate injunctive relief in case of any
breach or threatened breach of this Agreement and (ii) reimbursement by
Vendor of incurred costs including, but not limited to, attorney fees.
H. Customer understands and agrees that because of the unique nature of
Vendorâ€™s Proprietary Information of which Customer may be apprised during
the term of this Agreement, Vendor will suffer irreparable harm in the event that
Customer discloses this Information and that monetary damages will be
inadequate to compensate Vendor for such disclosure. Accordingly, Customer
agrees that Vendor has, in addition to any other legal or equitable remedies
available to Vendor, the right to (i) immediate injunctive relief in case of any
disclosure of threatened disclosure of this Information and (ii) reimbursement by
Customer of incurred costs including, but not limited to, attorney fees.
I. All notices hereunder shall be deemed to have been given when delivered
by hand or when mailed by certified mail, return receipt requested, to the parties
at the addresses specified herein or at such other addresses as the parties may
specify to one another in writing.
J. No action, regardless of form, arising out of this Agreement may be
brought by either party more than two (2) years after the cause of action has
arisen nor, in the case of non-payment, more than two (2) years after the date of
the last payment.
K. No waiver of any provision hereof, nor waiver of any failure to perform any
provision hereof, nor waiver of any other default thereunder shall be effective
unless expressly consented to by the non-waiving or non-defaulting party in
writing, nor shall any such waiver constitute a waiver of any other provision,
failure to perform, or default. No failure of either party to strictly enforce any of its
rights or remedies hereunder shall be deemed to constitute a waiver by that
party, in any respect.
L. Notwithstanding the foregoing, and anything herein to the contrary, any
dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each
party shall select one arbitrator and both arbitrators shall then select a third. The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
WITNESS our signatures as of the day and date first above stated.
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(Name of Assignor) (Name of Assignee)
(Signature of Officer) (Signature of Officer)
(Printed Name & Office in Corporation) (Printed Name & Office in Corporation)
Â© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 10
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