Travel Agency Maintenance Contract

This Maintenance Contract (the "Contract") is made and entered into by and between [Your Company Name], a corporation duly organized and existing under the laws of [State], with its principal office located at [Your Company Address] (the "Company"), and [Contractor Name], a contractor duly organized and existing under the laws of [State], with its principal office located at [Contractor Address] (the "Contractor"). Collectively, the Company and the Contractor will be referred to as the "Parties."

Article I: Scope of Services

1. Services Provided: The Contractor agrees to provide comprehensive maintenance services for the Company's travel-related software systems and hardware. These services include, but are not limited to, the following:

   • Database management and optimization.

   • Regular system updates and patch installations.

   • Troubleshooting and technical support.

   • General maintenance tasks to ensure operational efficiency.

   • Security monitoring and response to ensure data protection.

   • Training Company personnel on system operations and updates.

   • Consulting services for system upgrades or enhancements.

   • Backup and disaster recovery operations.

Article II: Term

1. Effective Date: This Contract shall commence on [Start Date] and shall continue in effect until [End Date], unless terminated earlier as provided herein or extended by mutual written agreement of the Parties. This Contract may be renewed upon mutual agreement of the Parties, which shall be formalized in a written amendment to this Contract specifying any modifications to the terms including any changes to the scope of services, compensation, or other material terms.

Article III: Compensation

1. Payment Terms: The Company shall pay the Contractor a monthly fee of [Fee Amount], payable within thirty (30) days following the end of each calendar month during the term of this Contract. Each payment shall be subject to the Contractor's provision of an invoice detailing the Services performed during the period and any other charges agreed upon.
   

2. Additional Expenses: Any out-of-pocket expenses incurred by the Contractor in connection with the provision of the Services must be pre-approved by the Company in writing. Such expenses shall be reimbursed within thirty (30) days of the Company’s receipt of an itemized account and proof of expenditure. This reimbursement is contingent upon the Company’s prior approval of the expense types and amounts.

Article IV: Standards of Performance

1. Professionalism: The Contractor agrees to perform all Services with the highest degree of professionalism, efficiency, and skill in accordance with the highest applicable industry standards. The Contractor shall ensure that all personnel assigned to perform Services under this Contract have the qualifications, training, and expertise necessary to perform their duties competently.
   

2. Performance Monitoring: The Company shall have the right to monitor and evaluate the performance of the Contractor to ensure compliance with the performance standards set out in this Contract. This monitoring may include, but is not limited to, regular reviews and audits of completed work, and meetings with the Contractor to discuss performance and any issues arising.

Article V: Confidentiality

1. Confidential Information: The Contractor shall not disclose any of the Company’s confidential information without prior written consent from the Company. Confidential information includes, but is not limited to, software details, operational procedures, client data, strategic plans, and other sensitive information.
   

2. Obligations Post-Termination: The confidentiality obligations set out herein shall survive the termination or expiration of this Contract for a period of five (5) years. The Contractor is obligated to return or destroy all confidential materials in their possession upon termination or expiration of this Contract.

Article VI: Intellectual Property

1. Ownership of Outputs: All intellectual property including designs, inventions, developments, and documents produced by the Contractor in the course of executing the Services shall be the sole property of the Company. The Contractor hereby assigns to the Company all rights, title, and interest in any such intellectual property.
   

2. Use of Tools and Methods: The Contractor may utilize its own proprietary tools, techniques, and methodologies in performing the Services. The Contractor grants the Company a non-exclusive, royalty-free, worldwide license to use any such tools, techniques, and methodologies necessary for the utilization of the Services.

Article VII: Termination

1. Termination Rights: Either Party may terminate this Contract by providing [Notice Period] written notice to the other Party. This Contract may also be terminated immediately upon written notice if one Party:

• Becomes insolvent or declares bankruptcy;

• Fails to cure a material breach within [Cure Period] days of receiving written notice of such breach;

• Engages in illegal activities or conduct that materially affects the other Party’s business or reputation.

Article VIII: Indemnification

1. General Indemnity: The Contractor shall indemnify and hold the Company harmless against any claims, damages, or expenses arising from the Contractor’s negligent acts or omissions during the performance of the Services, including any claims of injury, loss, or damage by any third party.
   

2. Scope of Indemnification: This indemnity will cover any legal fees, damages, and other costs incurred by the Company, but will be limited to actions directly arising from the Contractor's performance under this Contract.

Article IX: Governing Law

1. Jurisdiction: This Contract shall be governed by and construed in accordance with the laws of [Jurisdiction]. Both Parties agree to submit to the exclusive jurisdiction of the courts in [Jurisdiction] for any disputes arising out of this Contract.

Article X: Dispute Resolution

1. Mediation and Arbitration: Any disputes arising out of or related to this Contract shall first be attempted to be resolved through mediation by a mutually agreed-upon mediator. If unable to resolve through mediation, the dispute shall be resolved by binding arbitration under the rules of an agreed-upon arbitration association. The costs of arbitration shall be shared equally by the Parties.

Article XI: Miscellaneous

1. Entire Agreement: This Contract constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all previous agreements and understandings.
   

2. Amendments: Any amendments to this Contract must be in writing and signed by both Parties.
   

3. Notices: All notices under this Contract must be in writing and delivered via mail or email to the addresses specified herein.
   

4. Severability: If any provision of this Contract is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

Signature

IN WITNESS WHEREOF, the Parties have executed this Contract as of the latest date written below:

[Your Company Name]

By:

Name:                               

Title:                               

Date:                               

[Contractor Name]

By:

Name:                               

Title:                               

Date:                               

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