Computer Hardware Maintenance Service Agreement

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Computer Hardware Maintenance Service Agreement Powered By Docstoc
					This is an agreement between a company and a computer hardware maintenance
company for preventive computer maintenance. This service is vital to a small business
to address the needs of their computer systems. Basic hardware maintenance such as
the testing, cleaning, lubricating, inspecting and adjusting of computer hardware 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 hardware maintenance and
updates.
    COMPUTER HARDWARE MAINTENANCE SERVICE
                 AGREEMENT
          THIS       COMPUTER       HARDWARE        MAINTENACE         SERVICE
AGREEMENT (the “Agreement”), made this ___ day of ______________, 2____,
[Instruction: insert date] by and between __________________, [Instruction: insert
name of the company that will provide the service] located at __________________
[Instruction: insert company’s address] (the “Company”) and __________________,
[Instruction: insert name of the customer] located at ___________________
[Instruction: insert customer’s address] (the “Customer”), hereinafter collectively
referred to as the “Parties”.

      THE COMPANY AND THE CUSTOMER HEREBY ACKNOWLEDGE
AND AGREE AS FOLLOWS:

    I.     SERVICES

    1.01        The Company agrees that it shall maintain and service the equipment (the
                “Services”) listed on Schedule “A” annexed hereto (the “Equipment”).

    1.02        The Company shall perform scheduled Preventative Maintenance on the
                Equipment at such times as may be mutually agreed between the Parties.
                Preventative Maintenance shall mean the testing, cleaning, lubricating,
                inspecting and adjusting of the Equipment of the Customer.

    1.03        The Services shall be performed by the Company at the location(s) which
                are designated by the Customer and contained on Schedule “B” annexed
                hereto.

    1.04        The Customer hereby agrees that the Company may at any time remove an
                item of Equipment for the purposes of providing the Services to the
                Equipment. In the event the Company removes an item of Equipment from
                the Customer’s premises to perform the Services, the Company shall be
                solely responsible and liable for any loss or damage which may be caused to
                the Equipment while in the Company’s possession. Company must inform
                Customer in writing of any Equipment removed for servicing within 24
                hours.

    1.05        The Customer shall give full access to the location and Equipment to enable
                the Company to provide the Services and the Customer shall make available
                such information, facilities and services as are reasonable for the
                performance of the obligations under this Agreement. The Company hereby
                agrees that it shall comply with the Customer’s security and confidentiality
                rules.




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    1.06        The Company hereby agrees that it shall at no additional expense to the
                Customer install any and all free upgrades from the manufacturer of the
                Equipment which may become known to Company and available.

    1.07        Any and all parts which may be required by the Company to perform the
                Services will be supplied by the Company and invoiced to the Customer.

    II. EXCLUSIONS TO SERVICES

    2.01        Repairing damage resulting from causes other than ordinary wear and tear,
                including without limitation, neglect, misuse, accidents, failure of electrical
                power or acts of God.

    2.02        In the event that Customer requires service, repair or maintenance to
                Equipment that is excluded from Services due to any of the occurrences in
                Article 2.01, Customer may request that Company provide and estimate for
                the requested service, repair and maintenance. The Parties may thereafter
                agree in writing to any such service, repairs or maintenance in a separate
                work order.

    III. FEES

    3.01        The Customer agrees to pay to the Company preventative maintenance fees
                at the rate of ____________ ($________) [Instruction: insert dollar
                amount] Dollars per hour which shall not exceed _____________
                ($_______) [Instruction: insert maximum dollar amount] per any one
                preventative maintenance session. [Comment: The Parties may also agree
                to a flat monthly fee service contract]

    3.02        The Customer agrees to pay to the Company on-call service fees at the rate
                of _______________ ($________)[Instruction: insert dollar amount]
                Dollars per hour for any on-call service maintenance which is required
                between the hours of _________ a.m. to _________ p.m. [Instruction:
                insert hours] Monday through Friday.

    3.03        The Customer agrees to pay to the Company on-call service fees at the rate
                of _____________ ($_______) [Instruction: insert dollar amount] Dollars
                per hour for any on-call service maintenance which is required on Saturdays
                and Sundays.

    3.04        The Company shall provide to the Customer a monthly invoice which
                clearly sets out all fees incurred by the Customer including the dates and
                times of the performance of the Services by the Company. The Customer
                shall pay any and all invoices within _______ (___) [Instruction: insert
                number of days] days of receipt of such invoice from the Company.




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    IV. TERM

    4.01        This Agreement shall commence on the _____ day of ___________, 2_____
                [Instruction: insert commencement date] and shall terminate on the _____
                day of __________, 2_____ [Instruction: insert termination date].

    4.02        Upon the termination of this Agreement, the Customer may choose to
                extend the term of this Agreement for a further period of ________ (____)
                [Instruction: insert number of years] years.

    V.     TERMINATION OF AGREEMENT

    5.01        This Agreement may be terminated by either party upon:

         A. ____(___) [Instruction: insert number] weeks/months written notice in the
            event of a material breach by the other party of any of the terms and
            conditions of this Agreement, unless the said breach is fully rectified within
            the said notice period; or

         B. in the event of the cessation, bankruptcy, or sale of all the assets of the parties’
            business.

    5.02        The Company and the Customer agree that the Customer may terminate this
                Agreement by providing _________ (___) [Instruction: insert number]
                days written notice to the Company in the event the Customer’s Equipment
                is no longer operational, damaged beyond repair or stolen.

    VI. WARRANTY

    6.01        The Company warrants to the Customer that under normal conditions that
                the Services contemplated under this Agreement shall be free from defects
                in workmanship and that the parts used by the Company to repair the
                Equipment shall be free from defects in workmanship and material.

    VII. CONFIDENTIALITY

    7.01        The Company and the Customer acknowledge and agree that any
                confidential information obtained from or relating to the other party is the
                property of the disclosing party.

    7.02        The Company shall at all times treat any and all information of the
                Customer as confidential information and shall not disclose such
                information to any third party without the prior written consent of the
                Customer.

    7.03        The provisions of this Article 7 shall survive the termination of this
                Agreement.


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     VIII. DISPUTE RESOLUTION

    8.01        Should a dispute arise between the Company and the Customer regarding
                the interpretation or construction of, compliance with, or breach of, the
                Agreement or its termination, the Company and the Customer shall meet
                and negotiate in good faith in an attempt to resolve the dispute.

    8.02        If the dispute cannot be resolved through good faith negotiations between
                the Company and the Customer within a reasonable time, the Company and
                the Customer agree that such dispute shall be submitted to mediation under
                the mediation rules of ______________ [Instruction: insert state name].
                Any mediation settlement by the Company and the Customer shall be
                documented in writing. Should such mediation settlement vary the language
                of the Agreement, the variation shall be recorded in writing, signed by both
                the Company and the Customer and added to the Agreement as an
                attachment.

    8.03        If the dispute cannot be resolved through mediation within thirty (30) days
                following the commencement of the mediation process, the dispute shall be
                conclusively settled by a single arbitrator in accordance with the provisions
                of ______________________ [Instruction: insert arbitration entity
                name], and all hearings shall take place in the City of _____________
                [Instruction: insert name of city], pursuant to the laws of the State of
                ___________ [Instruction: insert state name] unless agreed otherwise by
                the Parties.

    8.04        Any judgment, decision or award rendered by any arbitrator pursuant to this
                Section shall:

         A.       be final and binding upon the Company and the Customer;

         B.       not be the subject of any further court proceedings except in connection
                  with the enforcement of any such award by a court of competent
                  jurisdiction; and

         C.       not be disclosed to third parties unless so required by law for enforcement
                  or other purposes.

    8.05        The costs of arbitration, including legal fees and disbursements of the
                Company and the Customer, shall be allocated by the arbitrator in the
                manner which the arbitrator considers appropriate under the circumstances.

    IX. GENERAL PROVISIONS




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    9.01        The Agreement may be amended from time to time by mutual consent of the
                Parties. All amendments shall be set forth in writing and signed by the
                Parties. As the case may be, no variation or amendment so made shall be
                effective prior to the day of its recording in a written instrument duly
                executed by the Parties and attached to this Agreement.

    9.02        This Agreement shall inure to the benefit of and be binding upon each of the
                parties hereto and their respective successors and assigns, but it shall not be
                assigned in whole or in part by either party without the prior written consent
                of the other, except where either party's interests is assigned through
                merger, consolidation, re-organization, sale or transfer of substantially all
                the assets of the party.

    9.03        The silence, failure or delay by the Company or the Customer in exercising
                any right hereunder shall under no circumstances be interpreted or construed
                as a waiver of such right by the Company or the Customer and such right
                and any of the available remedies required to enforce it shall remain valid
                until such time as they contractually or legally expire.

    9.04        The Agreement may be signed in several counterparts, each of which, when
                so signed, shall be deemed to be an original. Such counterparts shall,
                however, represent one and the same document.

    9.05        The Parties agree that this Agreement may be transmitted by facsimile, E-
                mail or similar forms of communication. The Company and the Customer
                also agree that signatures duplicated by facsimile, electronic signatures or
                similar authentication modes shall be treated as originals.

    9.06        Any notice, request, demand, approval, consent or other communication
                provided or permitted hereunder shall be in writing and given by personal
                delivery or sent by registered mail or by ordinary mail, postage prepaid or
                fax addressed to the party for which it is intended. [Note: For convenience
                the addresses, fax numbers, and emails of both Parties can be included
                in this paragraph]

    9.07        If any provision of this Agreement shall be held to be invalid, illegal or
                unenforceable, the validity, legality and enforceability of the remaining
                provisions shall in no way be affected or impaired thereby.

       IN WITNESS WHEREOF the parties have hereunto set their respective hands
and seals as at the date first written above.

___________________________ [Instruction: insert Company name]

______________________________



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Name: _______________________ [Instruction: insert name of individual who will
sign on behalf of the company]
Title: ________________________ [Instruction: insert the title of individual who will
sign on behalf of the company]

___________________________ [Instruction: insert Customer name]




Name: _______________________
Title: ________________________




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                                            SCHEDULE “A”

                                              EQUIPMENT




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                                            SCHEDULE “B”

                  LOCATIONS OF SERVICES TO BE PERFORMED AT




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DOCUMENT INFO
Description: This is an agreement between a company and a computer hardware maintenance company for preventive computer maintenance. This service is vital to a small business to address the needs of their computer systems. Basic hardware maintenance such as the testing, cleaning, lubricating, inspecting and adjusting of computer hardware 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 hardware maintenance and updates.
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