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Computer Service Agreement
1. Parties. This Service Agreement is made between [name], having its principal office at [address] (Customer), and [name], having its principal office at [address] (Manufacturer), on [date].
2. Term of the Agreement. This Service Agreement will be effective as of [date] and until [date]. The Agreement may be terminated by either party on [number] days' prior written notice to the other.
3. Equipment Covered by This Agreement. This Service Agreement applies to all Equipment supplied to Customer by Manufacturer immediately upon installation [optional clause: or upon expiration of on-site warranty or existing on-site Service Agreement, whichever is later].
Such Equipment presently consists of:
[list of equipment]
Equipment supplied by Manufacturer but not covered by this Agreement at time of request for service will be repaired at Manufacturer's per call rates and terms then in effect, but otherwise in accordance with this Agreement.
4. Location of Equipment. Customer agrees that the Equipment subject to this Service Agreement will be located within a [number] mile radius of a designated Manufacturer Service Center.
5. Duties of Manufacturer.
a. Maintenance Obligation and Fee. In consideration of ........ dollars ($........) paid by Customer, Manufacturer agrees to maintain the Equipment in good operating condition and provide on-call maintenance service as stated below.
b. Preventive Maintenance. Manufacturer will provide adequate preventive maintenance, as reasonably determined by Manufacturer, to preserve the Equipment in good operating condition. Such preventive maintenance will be performed at any time between the hours of [hour] AM [PM] [time zone] and [hour] AM [PM] [time zone] Monday through Friday, or at such other times as agreed to by Customer.
c. Remedial Maintenance. Manufacturer will provide unscheduled on-call remedial maintenance service after notification from Customer that the Equipment is not operating properly. Manufacturer will respond to such notification and request for service within [number] hours and will provide continuous efforts until the Equipment is repaired and returned to operating condition.
d. Time of Service--Additional Fees. The remedial maintenance will be provided at no extra charge to Customer provided that Manufacturer is notified about the need for service and is given access to the Equipment between the hours of [hour] AM [PM] [time zone] and [hour] AM [PM] [time zone] Monday through Friday.
If calls for service are received or service is provided outside of such periods, Manufacturer will use Manufacturer's best efforts to supply required service, and Customer will pay Manufacturer at the per call rates that are then in effect for such service.
e. Good Faith Efforts. Manufacturer agrees that Manufacturer will perform maintenance services, whether preventive or remedial, in good faith, and that Manufacturer will provide all necessary parts, materials, tools, documentation, diagnostics, and test equipment to keep the Equipment in good operating condition and to repair the Equipment. Maintenance service under this Agreement includes the replacement of parts deemed necessary by Manufacturer. The replaced parts will be new parts or parts of equal quality. Removed parts are the property of Manufacturer.
f. Old Parts and Reconditioning. If, after [number] months of maintenance service coverage, Manufacturer determines that certain items of Equipment cannot be properly or economically repaired on-site due to excessive deterioration or malfunction, Manufacturer will supply Customer with a price quote for reconditioning such Equipment at Manufacturer's factory or repair center. If Customer does not desire reconditioning of such Equipment, or if reconditioning is not possible, Manufacturer may withdraw the Equipment in question from the terms of this Service Agreement by [number] days' prior written notice to Customer.
6. Limitations on Service.
a. Normal Wear and Tear. If the Equipment is not operating properly due to causes other than normal wear and tear, maintenance service will be provided by Manufacturer at Manufacturer's per call rates and terms. Causes other than normal wear and tear include, but are not limited to, the following:
i. Problems resulting from a person other than an authorized Manufacturer representative attempting to repair or modify the Equipment
ii. Catastrophes and acts of God
iii. Failure of Equipment not covered by this Agreement
iv. Negligence of Customer
v. Improper use or misuse of the Equipment
vi. Unusual fluctuations of humidity or temperature
b. Excluded Items. The following will not be provided by Manufacturer under this Agreement:
i. Painting or refinishing of the Equipment
ii. Cleaning of operating supplies or accessories
iii. Electrical work external to the Equipment
7. Customer's Duties.
a. Notice. In the event of Equipment failure, Customer agrees to immediately notify Manufacturer.
b. Access. Customer will give Manufacturer full and free access to the Equipment and will allow Manufacturer to use machines, supplies, electricity, telephone, and communication facilities at no charge (except for supplies normally kept on hand by Manufacturer).
c. Temperature and Humidity. Customer agrees that in order to prevent malfunction of the Equipment and minimize wear and tear, Customer will maintain the following temperature and humidity levels:
[list of requirements]
d. Presence of a Representative. Customer agrees that at all times where maintenance service is performed by Manufacturer, Customer's representative will be on the site where such service is being performed.
e. Conditions at Repair Site. Customer agrees to assist Manufacturer in servicing and repairing the Equipment by providing it with adequate space, light and heat, storage area, and access to a local telephone line. These facilities will be provided by Customer at no charge to Manufacturer.
a. Monthly Invoices. Charges will be made on a monthly basis via invoice one month in advance. Charges for a partial month's service will be prorated on a thirty-day basis.
b. Extra Fees. Charges for service performed (i) outside of the periods specified in subparagraphs 5(c) and 5(d) or (ii) for reasons other than normal wear and tear will be invoiced after the service is completed and will be at Manufacturer's per call rates and terms then in effect.
c. Payment Date. Payment of charges will be due on the first day of the service period indicated in the invoice.
d. Changes in Charges. Monthly charges can be modified by Manufacturer at the [number] anniversary of this Agreement and at each subsequent anniversary date by [number] days' prior written notice to Customer. The new charges may not exceed Manufacturer's published charges for equivalent maintenance service.
e. Taxes. Customer further agrees to reimburse Manufacturer for any taxes or charges levied by any taxing authority on this Agreement, except those taxes based on Manufacturer's net income.
9. Removal of the Equipment.
a. Notice and Service Eligibility. If Customer intends to move the equipment to another location, Customer will give written notice of such removal to Manufacturer at least [number] days before the removal. [Optional clause: Customer agrees not to move the Equipment outside of the continental United States.]
Manufacturer's obligation to provide maintenance and all other services stated in this Agreement is subject to location of the Equipment within the boundaries specified in Paragraph 4.
b. Supervision. Customer agrees that Manufacturer's personnel will supervise the dismantling, packing, unpacking, and reinstallation of the Equipment in its new location. Customer also agrees to pay for the cost of all labor and materials incurred by Manufacturer in performing such services.
c. Suspension of Monthly Charges. Monthly charges will be suspended while the Equipment is dismantled, and will become effective again immediately upon the reinstallation and satisfactory review by Manufacturer at the new location.
d. Compliance Necessary for Continued Service Obligations. Manufacturer will not be obliged to provide any sort of maintenance if the Equipment is dismantled, moved, or reinstalled without prior written consent of Manufacturer and compliance with the terms of this Paragraph.
10. Limited Liability.
a. Total Exposure. The liability of Manufacturer to Customer for damages of any kind under this Agreement (whether in contract or tort) will not exceed the total charges payable to Manufacturer for one year under this Agreement.
b. Limitations Period. The parties agree that no action (whether in contract or tort) arising under this Agreement will be brought by either party more than [number] months after the cause of such action arises. An action for nonpayment may be brought within [number] months from the date of the last payment.
c. No Special Damages. Manufacturer will not be liable for any loss of data or profits, or for any special, indirect, or consequential damages.
11. Disclaimer of Warranty. MANUFACTURER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED.
12. Default Remedies and General Provisions.
a. Notice and Right to Terminate. If either party refuses to comply with any of the provisions of this Agreement, the complaining party will notify the defaulting party, in writing, of the default.
If failure to comply continues for [number] days after such notice, the complaining party will have the right to terminate this Agreement.
b. No Other Agreements. This Agreement constitutes the full understanding of the parties, and it supersedes all prior service agreements.
c. No Oral Changes. The Agreement may neither be changed nor terminated orally.
d. No Waiver. Failure of one party to enforce a term that is not being complied with by the other party will not prevent the enforcement of that term on any other occasion.
e. Assignment. This Agreement cannot be assigned, unless both parties consent in writing to the assignment.
f. Governing Law. This Agreement will be governed by the laws of [state].