Agreement Between A Company And The Contractors For The Maintenance Of Computers For A Fixed Period - Legal Draft

i.

This

Agreement made at ......... on this......... day of ........ 2000, between XYZ

Co. Ltd., a company incorporated under the Companies Act, 1956 and having its

registered office at ........... (hereinafter referred to as "the

Company", which expression shall, unless it be repugnant to the context or

meaning thereof, be deemed to mean and include its successors and assigns) of

the ONE PART and TNT Computers Pvt. Ltd., a company incorporated under the

Companies Act, 1956 and having its registered office at ......... hereinafter

referred to as "the TNT", which expression shall, unless it be repugnant

to the context or meaning thereof, be deemed to mean and include its successors

and assigns) of the Other Part.ii.

Whereas

the company has purchased 5 computers, the details of which have been given in

the Schedule hereunder written, hereinafter referred to as "the said

Computers" from TNT on ......... and TNT offered free service of the said

computers for a period of one year from the date of purchase of the said

computers. and Where as after the expiry of free service period, the company

has requested TNT to provide service of the said computers for a period of one

year, which TNT has agreed to provide on the terms and conditions hereinafter

contained.Now These Presents

Witness and the Parties hereto agree hereby as Follows:a. TNT will provide at

the company's office all labour, parts and material that it deems necessary to

maintain in good operating condition the said computers. Replacement parts

shall be new or their equivalent, replaced parts become the property of TNT.

Services provided by TNT include and are limited to the following:b. Preventive

maintenance is maintenance and includes cleaning, adjusting, lubricating,

inspecting, testing and calibrating procedures designed to endure proper

operation, reduce product failure and/or extend useful product life. This

maintenance will be performed according to the procedures and at the

frequencies recommended by the company. Preventive maintenance will be

performed at company office at the company's facility during the contract

period (regular business days/hours), as mutually agreed or coincident with

remedial maintenance, by authorised TNT's service representative. Preventive

maintenance is limited to two regular work days unless, at the discretion of

TNT, additional days are necessary to complete the preventive maintenance, such

days not to exceed five working days. Remedial maintenance during a preventive

maintenance that requires additional days will be charged as remedial

maintenance call or at the current hourly rate if all remedial calls have been

used.c. Remedial maintenance

is unscheduled maintenance at the company's facility. Remedial maintenance

includes the diagnosis and correction of product malfunctions and failures.

Remedies may consist of temporary procedures to be followed by the company

while a permanent remedy is being sought. Remedial maintenance will commence

during the period of this agreement and will continue uninterrupted as long as

reasonable progress is being made or until the product(s) is/are operational.

If TNT determines that additional parts or resources are required, service will

resume as soon as these parts or resources are available. After all remedial

maintenance calls have been used, additional remedial maintenance will be

allowed at the current TNT hourly rate.d. Assembly repair is

unscheduled repair of returnable assembly level components (printed circuit

boards, power supplies, switching units, etc.) at TNT's factory. Assembly

repair includes the diagnosis and correction of product malfunctions and

failures. Assembly repair will commence during the period of coverage and will

continue uninterrupted as long as reasonable progress is being made or until

the product(s) is/are operational. If TNT determines that additional parts or

resources are required, service will resume as soon as these parts or resources

are available. The number of repairs of assemblies related to equipment covered

under this agreement is unlimited.e. The periods of

coverage specified below shall uniformly apply to all products covered by this

Agreement. The company may request a change in the specified periods of

coverage at any time. Such change is subject to written approval by TNT.Monday through Friday

1. 30 A.M. to 4.00 P.M.(excluding TNT holidays)Saturday N/A TO NIASunday NIA TO NIAa.a.b.c.d.e.f. The response time is

48 hours. TNT shall respond to a request for remedial maintenance or technical

support within the specified response time measured in clock hours.

Availability of TNT personnel and telephone answering service is limited to the

specified period of coverage. "Response Time" is defined as the

duration of time necessary for TNT personnel to initiate action upon a

specified company request and advise the company of either action to take to

complete that particular request or action to take to provide TNT with

additional information needed to assist in such company's request completion,

or the embarkation of TNT personnel for arrival at the company's equipment

site.g. TNT shall be under no

obligation to furnish support service under this agreement should repair be

required because of.-h. improper use;i. natural disasters

such as flood or earthquake;j. strikes, riots or

acts of war or nuclear disaster;k. repairs, maintenance,

modifications or relocation and re- installation made by other than TNT

personnel or without TNT's supervision and approval;l. unusual shock or

electrical damage, neglect, air-conditioning failure, humidity control failure,

a corrosive atmosphere harmful to electronic circuitry, damage during

transportation by the company or causes other than ordinary use; andm. failure by company to

maintain the site specifications recommended by TNT. If support services are

required as a result of the causes stated above, such service shall be provided

at TNT standard service rates for labour, travel and material in effect at the

time of service. TNT may also, at its option, terminate this agreement as a

result of the causes stated above. Termination is subject to the guidelines

specified under Item 8 of this Agreement.n. TNT may, at its

option, with no additional charge to the company, make modifications to improve

the operation and or reliability of the products being serviced under this

agreement.o. If the company

intends to relocate the products covered under this agreement, it shall give

TNT sixty days written notice prior to any relocation of products covered by

on-site support services being provided under this agreement. The products

moved to a location within the country of original installation shall continue

to be serviced under this agreement. The response time and charges will be

adjusted to reflect the new location. Products moved outside the country of

original installation may continue to be serviced under this agreement, at the

option of TNT. The services to be provided and charges for such services shall

be subject to mutual agreement. For installed products, which will continue to

be serviced, TNT at its option, shall supervise the dismantling and packing of

the product and shall inspect and re-install the products at the new location.

These services, if provided, shall be at additional charge based on TNT's

standard service rates in effect at the time. The company shall furnish all

labour and materials for the dismantling, packing and placement of the products

during relocation.p. TNT's services do not

include:q. operating supplies

and consumables;r. refinishing the

products or furnishing materials for that purpose;i. iii. iii.ii.iii.

electrical

work external to the products;a. maintenance of

accessories, attachments or products not specified herein or on subsequent

orders; orb. any other services

not specifically described herein.c. This agreement shall

be for a period of one year from the date of these presents, unless terminated

by either party on not less than ninety days written notice (given prior to the

expiration of the successive period then in effect).d. The company shall pay

a sum of Rs.......... per month per computer for services provided by TNT. The

said charges are exclusive of State and local use, sales, property (ad valorem)

and similar taxes. The company shall pay such taxes and when applicable such

taxes will appear as separate items on TNT's invoice.e. The TNT shall submit

invoice for charges in advance or as soon as it become applicable. Any administration

charge will be invoiced in advance as soon as it becomes applicable. Invoices

for other charges will be submitted as the charges are incurred. Unless

otherwise stated in writing by TNT, the company shall pay all invoices

submitted under this agreement within twenty days from date of invoice.f. Any attempt to assign

or transfer any of the rights, duties, or obligations herein shall render such

attempted assignment or transfer null and void.g. TNT reserves the

right to withhold without liability, but with prior written notice, any

services authorised by the company under this agreement, if the company is

delinquent in payment for any services, and to change the credit terms herein

when, in TNT's opinion, the financial condition or previous payment record of

the company so warrants.h. In the event of any

proceedings, voluntary or involuntary, in it bankruptcy or insolvency or

winding-up by or against the company or in the event of the appointment, with

or without the company's consent of an assignee for the benefit of creditors,

or of a receiver, TNT may y elect to cancel the unfulfilled part of this

Agreement without refund or liability for said unfulfilled part.i. TNT's failure to

exercise any of its rights hereunder shall not constitute or be deemed waiver

or forfeiture of such rights.j. Any notice required

to be given hereunder shall be given in writing at the address of each party

set forth within or to such other address either party may substitute by

written notice to the other.k. All disputes and

differences of any kind whatever arising out of or in connection with this

agreement shall be referred to the arbitration and final decision of an

arbitrator to be agreed upon and appointed by the parties or in case of

disagreement as to the appointment of a single arbitrator, to the appointment

of two arbitrators, one to be appointed by each party and if there are two

arbitrators, they shall before taking upon themselves the burden of reference

appoint an umpire. The arbitrator or arbitrators, as the case may be, shall

make his or their award within one year or such further extended lime as may be

decided by him or them, as the case may be, with the consent of the parties the

date of entering on the reference. This submission to the arbitrators shall be

deemed to be a submission to arbitration within the meaning of the Indian

Arbitration Act, 1940 or any statutory modification thereof. The award of

arbitrator or arbitrators, as the case may be, shall be final and binding on

the parties.l. This agreement shall

be executed in duplicate. The original shall be retained by the company and

duplicate by the TNT.in witness Whereof

the parties have executed these presents on the day and year hereinabove

written and in the manner hereinafter mentioned.Signed and delivered

by X Y Co. Ltd., the withinnamed company, by its

Managing Director Shri.........Signed and delivered

by TNT Computers Pvt. Ltd., thewithin named TNT, by

its Marketing Director Shri...........WITNESSES;1.2.