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MAINTENANCE AGREEMENT

This Maintenance Agreement ("Agreement") is made and entered into as of [DATE], by and between ProTech Solutions Inc. ("Service Provider"), and Global Innovations Co. ("Customer"), collectively referred to as the "Parties."

WHEREAS, the Customer has purchased the XYZ Industrial Automation System ("System"); and

WHEREAS, the Service Provider is a provider of maintenance services to industrial automation systems and desires to provide such services to the Customer;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and premises herein contained, the Parties agree as follows:

1. SCOPE OF SERVICES

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. RESPONSE TIMES AND SERVICE LEVEL COMMITMENTS

2.1. Response Times

Service Provider shall respond to any Customer request for Services in a timely manner, as set forth below:

• Emergency Issues: within four (4) hours during normal business hours or within eight (8) hours outside normal business hours.


• Urgent Issues: within eight (8) business hours.


• Non-Urgent Issues: within two (2) business days.


• Scheduled Preventive Maintenance: as per maintenance schedule agreed upon by the Parties.

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:

• System Availability: Maintain overall System availability at or above 99% during any calendar month.


• Repair Times: Complete required repairs within twenty-four (24) hours from the time the issue is first reported by the Customer, barring any exceptional circumstances.

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.

3. TERM AND TERMINATION

3.1. Term

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.

4. PAYMENT AND INVOICING

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.

5. LIMITATION OF LIABILITY

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.

6. GOVERNING LAW AND DISPUTE RESOLUTION

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.

7. ENTIRE AGREEMENT AND MODIFICATION

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.

IN WITNESS WHEREOF, the Parties have executed this Maintenance Agreement on the date first above written.
__________________________ ________________________
ProTech Solutions Inc. Global Innovations Co.
By: _______________________ By: _____________________
Name: _____________________ Name: ____________________
Title: ______________________ Title: ____________________