Free Equipment Maintenance and Service Agreement Template

EQUIPMENT MAINTENANCE AND SERVICE AGREEMENT

This Agreement is made on [DATE] between [SERVICE PROVIDER LEGAL NAME], [ADDRESS] ("Provider"), and [CUSTOMER LEGAL NAME], [ADDRESS] ("Customer").

1. COVERED EQUIPMENT. Provider will maintain the equipment listed in Schedule A, at [LOCATION] ("Equipment").

2. PREVENTIVE MAINTENANCE. Provider will perform preventive maintenance [monthly / quarterly] following the manufacturer's recommended schedule, including [inspection, cleaning, calibration, software updates], and give Customer a written service report after each visit.

3. REPAIR SERVICE AND RESPONSE TIMES. Customer may report failures by [phone / email / portal] [24/7 / during [HOURS]]. Provider will respond as follows:
| Priority | Definition | Response | On-site |
|---|---|---|---|
| Critical | Equipment down, business operations stopped | [2 hours] | [Next business day] |
| High | Equipment impaired | [4 business hours] | [2 business days] |
| Normal | Minor issue | [1 business day] | [Next scheduled visit] |

4. PARTS AND LABOUR. The fee includes labour for preventive maintenance and repairs, and [all parts / parts up to $[AMOUNT] per year / parts except consumables listed in Schedule B]. Replacement parts will be new or equivalent to new and carry a [90]-day warranty.

5. UPTIME COMMITMENT [OPTIONAL]. Provider will maintain Equipment availability of at least [PERCENT]% per [quarter], excluding scheduled maintenance. If missed, Customer receives a credit of [PERCENT]% of that period's fee.

6. EXCLUSIONS. The Agreement does not cover damage from misuse, accidents, power surges, unauthorized modifications, or relocation of the Equipment without Provider's involvement. Provider will quote excluded work in advance, and Customer must approve it in writing.

7. FEES. Customer will pay $[AMOUNT] per [month / year], invoiced [in advance], payable within [30] days. Provider may increase fees at renewal by no more than [PERCENT]% with [60] days' written notice.

8. CUSTOMER RESPONSIBILITIES. Customer will operate the Equipment according to instructions, provide reasonable access, and not allow others to service it during the term without notice to Provider.

9. TERM, RENEWAL AND TERMINATION. The initial term is [12] months from [DATE]. It renews for [12]-month terms unless either party gives written notice at least [30] days before the end of the current term; Provider will send a renewal reminder at least [60] days before renewal. Customer may terminate on [30] days' notice if Provider misses critical response times [three] times in a [quarter], with a refund of prepaid fees. Either party may terminate for material breach not cured within [30] days of notice. If the Equipment is sold or retired, Customer may remove it from the Agreement with [30] days' notice and a pro rata refund.

10. INSURANCE AND LIABILITY. Provider will carry general liability insurance of at least $[AMOUNT]. Provider is responsible for damage caused by its negligence. Except for that and for gross negligence, neither party is liable for indirect or consequential damages, and each party's liability is limited to the fees paid in the [12] months before the claim.

11. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

PROVIDER: ____________________  Date: __________
CUSTOMER: ____________________  Name/Title: ______________  Date: __________

SCHEDULE A: Covered Equipment (description, model, serial number, location)
SCHEDULE B: Excluded consumables and parts, if any

---
This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.