Professional Maintenance Agreement

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This Professional Maintenance Agreement ("Agreement") is entered into as of January 1, 2050, by and between MisfitCo, a company organized and existing under the laws of the State of New Jersey, with its principal place of business located at Jersey City, NJ 07302, ("Client") and [Your Company Name], a company organized and existing under the laws of the State of New Jersey, with its principal place of business located at [Your Company Address], ("Service Provider"). The parties hereby agree as follows:

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I. Purpose of Agreement

The purpose of this Professional Maintenance Agreement is to outline the terms and conditions under which [Your Company Name] will provide professional maintenance services to MisfitCo as described in the schedules attached hereto. These services are to be provided for the equipment and systems specified in Schedule A ("Services"). Both parties acknowledge and agree to adhere to the guidelines set forth within this document.

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II. Scope of Services

A. Maintenance Services Provided

The Service Provider agrees to perform the following maintenance services ("Services"):

1. Preventive Maintenance: Routine inspections and performance of standard maintenance procedures to ensure the proper and continued operation of equipment and systems.

2. Corrective Maintenance: Timely repairs and corrective action to address any system malfunctions or failures.

3. Software and System Updates: Regular updates, patches, and upgrades to the systems, as deemed necessary by the Service Provider.

4. Emergency Services: Availability for emergency repairs and services that arise outside of the regular maintenance schedule.

B. Exclusions

The following services are expressly excluded from this Agreement:

1. Maintenance or repairs due to damage caused by the Client’s negligence or misuse.

2. Modification, repair, or replacement of systems or equipment not specified in Schedule A.

3. Services are required due to changes in the systems made by the Client or third parties without the written consent of the Service Provider.

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III. Term and Termination

A. Term of Agreement

This Agreement shall commence on January 1, 2050, and continue in full force and effect for a period of one (1) year, unless terminated earlier by either party in accordance with the provisions set forth herein.

B. Termination for Convenience

Either party may terminate this Agreement for convenience by providing the other party with thirty (30) days’ written notice.

C. Termination for Cause

This Agreement may be terminated immediately by either party in the event that the other party:

1. Materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days following written notice of such breach.

2. Becomes insolvent or files for bankruptcy.

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IV. Service Fees and Payment Terms

A. Fees for Services

The Client agrees to pay the Service Provider for the maintenance services as specified in Schedule B. Payment will be made as follows:

1. Annual Service Fee: An annual maintenance fee of [amount] for the maintenance services outlined in this Agreement.

2. Hourly Charges: For any additional services outside the scope of the maintenance outlined in Schedule A, hourly rates of [amount] will apply.

B. Payment Schedule

1. Invoices: The Service Provider shall issue invoices on a monthly basis for the services provided.

2. Due Date: Payments are due thirty (30) days from the invoice date.

3. Late Payment: A late fee of [percentage]% will be assessed for any overdue payment.

C. Payment Method

Payments should be made to the Service Provider via [payment method] or other mutually agreed methods.

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V. Obligations of the Parties

A. Service Provider’s Obligations

The Service Provider agrees to:

1. Provide qualified personnel for the performance of maintenance services as outlined in Schedule A.

2. Perform the services in a professional and workmanlike manner, adhering to industry standards.

3. Notify the Client promptly of any equipment or system failures or issues that require immediate attention.

4. Maintain all necessary licenses, permits, and certifications required to perform the maintenance services.

B. Client’s Obligations

The Client agrees to:

1. Provide full access to the equipment and systems covered under this Agreement to the Service Provider for the performance of the services.

2. Maintain the systems and equipment in good working order outside the scope of scheduled maintenance.

3. Make timely payments as specified in this Agreement.

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VI. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and confidential information shared during the course of this Agreement. This includes any technical, financial, or business information obtained from the other party. The obligations of confidentiality will survive the termination of this Agreement.

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VII. Limitation of Liability

The Service Provider’s liability to the Client under this Agreement shall not exceed the total amount paid by the Client to the Service Provider for the services rendered in the twelve (12) months preceding the claim. Under no circumstances shall either party be liable for indirect, incidental, or consequential damages arising from the performance of services under this Agreement.

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VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflicts of law provisions. Any dispute arising from this Agreement shall be resolved in the appropriate court of New Jersey.

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IX. Dispute Resolution

In the event of a dispute between the parties, both parties agree to attempt to resolve such dispute through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days from the date of notice, the parties agree to resolve the dispute through binding arbitration under the rules of the American Arbitration Association.

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X. Signatures

This Agreement is executed by the undersigned authorized representatives of the parties as of the Effective Date.

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For [Your Company Name]:

Name: [Your Name]
Date: January 1, 2050

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For MisfitCo:

Name: Dayton Rohan
Date: January 1, 2050

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For any inquiries regarding this contract, please reach out to [Your Name] via email at [Your Email] or contact [Your Company Name] at [Your Company Email].

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