Operations Maintenance Service Contract

This Operations Maintenance Service Contract (the "Contract") is made and entered into as of [Insert Date], by and between [Your Company Name], a [Your Company Type] organized and existing under the laws of [Your Company Jurisdiction], with its principal office located at [Your Company Address] (hereinafter referred to as "Company A"), and [Company B Name], a [Insert Company B Type] organized and existing under the laws of [Insert Jurisdiction], with its principal office located at [Insert Company B Address] (hereinafter referred to as "Company B").

WHEREAS, Company A is engaged in the business of providing maintenance services for operational equipment, facilities, or systems, and has significant expertise and experience in such services;

WHEREAS, Company B desires to engage Company A to provide certain maintenance services for manufacturing equipment, office facilities, and HVAC systems, as more specifically described in this Contract;

WHEREAS, Company A agrees to provide such maintenance services to Company B under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. Service Provider Responsibilities

A. Maintenance Services: Company A shall provide comprehensive maintenance services for Company B's manufacturing equipment, office facilities, and HVAC systems, including but not limited to regular inspections, preventive maintenance, and repairs. The services shall be performed according to the standards of the industry and any specific requirements outlined by Company B.

B. Schedule of Services: Company A agrees to perform routine maintenance services on a quarterly basis. Emergency repairs shall be responded to within twenty-four (24) hours of notification by Company B.

C. Reporting: Company A shall provide Company B with detailed reports of all maintenance activities within seven (7) days following the completion of such activities. These reports will include descriptions of the services performed, any repairs made, and recommendations for further actions if necessary.

D. Quality Assurance: Company A shall ensure that all maintenance services are carried out by qualified personnel and meet or exceed the quality standards specified in this Contract. Company A will rectify at its own cost any services found to be below the agreed-upon standards, provided that Company B notifies Company A within thirty (30) days of the service completion.

II. Client Responsibilities

A. Access to Premises: Company B shall provide Company A with access to the premises where the manufacturing equipment, office facilities, and HVAC systems are located during reasonable hours, or as otherwise agreed upon, to perform the maintenance services.

B. Notification of Maintenance Issues: Company B agrees to notify Company A of any known maintenance issues or required repairs within forty-eight (48) hours of discovery. Company B shall provide a detailed description of the issue to facilitate prompt and effective service.

C. Payment of Services: Company B agrees to pay Company A the agreed-upon fee for the maintenance services as detailed in Section IV (Fees and Payment Terms) of this Contract. Payments are due within thirty (30) days upon receipt of the invoice from Company A.

D. Compliance with Safety Policies: Company B shall ensure that the work environment complies with all applicable safety and health regulations. Company B is responsible for informing Company A of any specific safety protocols or requirements before the commencement of maintenance services.

III. Service Performance and Monitoring

A. Performance Standards: Company A agrees to perform all maintenance services in accordance with high professional standards and in compliance with all applicable laws and regulations.

B. Monitoring: Company B shall have the right to monitor the performance of Company A to ensure compliance with the agreed-upon standards. This may include, but is not limited to, regular inspections, audits, and reviews of service reports.

C. Corrective Action: In the event that any service performed by Company A does not meet the specified performance standards, Company A shall take immediate corrective action at no additional cost to Company B. Company B must notify Company A of any performance deficiencies within fourteen (14) days of service delivery.

IV. Fees and Payment Terms

A. Service Fees: Company B agrees to pay Company A a monthly service fee of five thousand U.S. dollars ($5,000) for the maintenance services provided under this Contract. This fee includes all routine maintenance services as specified in Section 1 but does not include costs for parts or materials required for repairs, which will be charged separately.

B. Additional Services: Any services requested by Company B that fall outside the scope of the routine maintenance services specified in Section 1 will be billed on a time and materials basis at Company A's standard rates, which are $100 per hour for labor plus the cost of materials.

C. Payment Schedule: Invoices for monthly service fees will be issued by Company A at the end of each month and are payable by Company B within thirty (30) days of receipt. Invoices for additional services will be issued upon completion of such services and are payable under the same terms.

D. Late Payments: Late payments by Company B will incur a late fee of 1.5% per month on the outstanding balance.

V. Term and Termination

A. Contract Term: This Contract shall commence on [Insert Start Date] and shall continue in force for a period of twelve (12) months, unless terminated earlier as provided herein.

B. Termination for Cause: Either party may terminate this Contract upon 30 days written notice if the other party materially breaches any of its obligations under this Contract and fails to cure such breach within thirty (30) days after receipt of written notice.

C. Early Termination by Company B: Company B may terminate this Contract for any reason upon providing 90 days written notice to Company A. In such an event, Company B shall pay an early termination fee equal to the equivalent of three (3) months' service fees.

D. Effect of Termination: Upon termination of this Contract, Company B shall pay Company A for all services rendered and expenses incurred up to the date of termination. Any pre-paid fees for services not rendered as of the date of termination will be refunded to Company B.

VI. Confidentiality and Data Protection

A. Confidential Information: Both Company A and Company B agree to maintain the confidentiality of all proprietary information, trade secrets, and data disclosed to each other in the course of executing this Contract. This obligation shall survive the termination of the Contract for a period of three (3) years.

B. Data Protection: Company A shall comply with all applicable data protection laws in the processing of any personal data under this Contract. Company A shall take appropriate technical and organizational measures to safeguard such data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

C. Disclosure: Confidential information may only be disclosed to employees, agents, or subcontractors who need to know such information for the purpose of executing this Contract and who are bound by confidentiality obligations no less restrictive than those in this section.

VII. Liability and Indemnification

A. Limitation of Liability: Except in cases of gross negligence or willful misconduct, Company A's total liability under this Contract shall be limited to the total fees paid by Company B to Company A during the one (1) year prior to the claim. In no event shall either party be liable for any indirect, special, or consequential damages.

B. Indemnification by Company A: Company A agrees to indemnify, defend, and hold harmless Company B from and against any claims, damages, or expenses (including reasonable attorneys' fees) arising from Company A's breach of this Contract or negligence.

C. Indemnification by Company B: Company B agrees to indemnify, defend, and hold harmless Company A from and against any claims, damages, or expenses (including reasonable attorneys' fees) arising from Company B's use of the services provided under this Contract, except for those resulting from Company A's breach of this Contract or negligence.

VIII. Dispute Resolution

A. Negotiation: In the event of any dispute arising from or related to this Contract, the parties agree to first attempt to resolve the issue through good faith negotiation within thirty (30) days of one party notifying the other of the dispute.

B. Mediation: If the dispute cannot be resolved through negotiation, the parties agree to enter into mediation, to be held in [Insert Location] and conducted by a mutually agreed-upon mediator, within sixty (60) days following the failure of negotiations.

C. Arbitration: Should mediation fail to resolve the dispute, the matter will be resolved through binding arbitration under the rules of [Insert Arbitration Association] in [Insert Location], with each party bearing its own costs. The decision of the arbitrator shall be final and binding on the parties.

D. Litigation: Only if arbitration is not pursued by either party, may a dispute be taken to court. The parties agree that any litigation will be conducted in the courts of [Insert Jurisdiction].

IX. Force Majeure

A. Definition: "Force Majeure" refers to any event beyond the reasonable control of either party, including but not limited to natural disasters, wars, terrorist acts, strikes, laws or governmental orders, pandemics, or power failures, which prevents a party from fulfilling its contractual obligations.

B. Notification: The party affected by a Force Majeure event shall notify the other party in writing within fourteen (14) days of becoming aware of the event, detailing the nature of the event, its anticipated duration, and the affected obligations.

C. Suspension of Obligations: The obligations of the affected party under this Contract will be suspended for the duration of the Force Majeure event and will resume as soon as the event ceases to exist.

D. Right to Terminate: If the Force Majeure event continues for more than ninety (90) days, either party may terminate this Contract upon written notice to the other party.

X. Miscellaneous Provisions

A. Notices: All notices required or permitted under this Contract shall be in writing and shall be deemed delivered when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; or five (5) days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses specified in this Contract or such other address as each party may specify in writing.

B. Amendments: This Contract may only be amended or modified by a written document signed by both parties.

C. Waivers: The waiver by either party of any breach or violation of any provision of this Contract shall not be construed as a waiver of any subsequent breach or violation.

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

E. Entire Agreement: This Contract constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all previous agreements, understandings, and negotiations concerning such subject matter.

F. Assignment: Neither party may assign its rights or obligations under this Contract without the prior written consent of the other party, except to a successor in interest of its entire business.

Signatures

IN WITNESS WHEREOF, the parties have executed this Operations Maintenance Service Contract as of the date first above written.

FOR COMPANY A

[Name]

[Title]

[Month Day, Year]

FOR COMPANY B

[Name]

[Title]

[Month Day, Year]