Maintenance Agreement Specifies maintenance services for equipment or software, outlining maintenance responsibilities and service levels.
1.1. Maintenance Services
Service Provider shall perform maintenance services ("Services") for the Customer's System as specified in Exhibit A attached hereto and incorporated herein by reference, including but not limited to system diagnostics, repairs, software updates, and scheduled preventive maintenance.
1.2. Excluded Services
Services do not include: (a) repairs or replacements resulting from negligence, misuse, abuse, or unauthorized modifications of the System by Customer or third parties; (b) consumable items, such as ink cartridges and paper; (c) relocation or reconfiguration of the System; and (d) integration of non-Service Provider-provided equipment, hardware, or software with the System.
2.1. Response Times
Service Provider shall respond to any Customer request for Services in a timely manner, as set forth below:
2.2. Service Level Commitments
Service Provider shall use commercially reasonable efforts to meet the following service level commitments for the duration of the Agreement:
2.3. Service Credits
If Service Provider fails to meet the service level commitments as mentioned in Section 2.2, Customer shall be entitled to receive a service credit of [X%] on the applicable monthly Maintenance Fee, for each percentage point below the respective service level target, up to a maximum credit of [Y%] during any calendar month. Service credits will be applied to the Customer's next invoice.
This Agreement shall commence on the Effective Date and shall continue for an initial term of [TERM], unless terminated earlier in accordance with this Section 3. Following the initial term, this Agreement shall renew automatically for successive renewal terms of one (1) year each, unless either Party provides written notice of non-renewal to the other Party at least [TIMELINE] prior to the end of the then-current term.
3.2. Termination for Cause
Either Party may terminate this Agreement for cause if the other Party materially breaches any term of this Agreement and, in the case of a breach capable of being cured, fails to cure such breach within thirty (30) days of receipt of written notice thereof.
Customer shall pay Service Provider a monthly maintenance fee ("Maintenance Fee") in the amount specified in Exhibit A. Service Provider shall invoice Customer for the Maintenance Fee at the beginning of each month, and Customer shall make payment in full within thirty (30) days of receipt of each invoice.
Except for indemnification obligations under this Agreement, in no event shall either Party be liable for INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY.
This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising hereunder shall be resolved exclusively in the state and federal courts located within the United States, and both Parties hereby irrevocably consent to the jurisdiction of such courts for the resolution of any such disputes.
This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating to such subject matter. This Agreement may not be amended, modified, or supplemented except by a written document signed by both Parties.
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In this Maintenance Agreement, you will see the following sections:
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