HVAC Service Agreement Template for Commercial Maintenance

Commercial HVAC Service Agreement

Free template. Not legal advice. Have local counsel review the completed agreement before signing.

1. Parties, authority and agreement documents

This Agreement is made on [AGREEMENT DATE] between [CONTRACTOR LEGAL NAME, ENTITY TYPE, BUSINESS ADDRESS, CONTACT EMAIL AND TELEPHONE] (Contractor) and [CUSTOMER LEGAL NAME, ENTITY TYPE, BUSINESS ADDRESS, CONTACT EMAIL AND TELEPHONE] (Customer). Contractor's applicable license or registration details are [JURISDICTION, NUMBER, CLASSIFICATION AND VERIFICATION DATE]. Customer signs as [OWNER / TENANT WITH AUTHORITY / AUTHORIZED AGENT], with authority evidenced by [DOCUMENT AND PRINCIPAL].

The service premises are [SITE ADDRESSES]. The effective date is [DATE]; scheduled service starts [DATE]. The parties incorporate signed Schedules A–D and these identified attachments: [TITLES, DATES AND VERSIONS / NONE]. The precedence of conflicting documents is [STATE-REQUIRED PROVISIONS, NEGOTIATED RIDER, AGREEMENT AND SCHEDULES, CONFIRM ORDER]. No quotation, purchase-order condition or portal term is incorporated unless identified here: [DOCUMENT / NONE].

2. Covered equipment and baseline condition

Covered equipment consists only of the accepted assets in Schedule A. Customer and Contractor will review the register by [DATE]. Unknown data must remain marked [UNKNOWN, RESPONSIBLE PERSON AND COMPLETION DATE]. Unlisted equipment is excluded until added by signed amendment stating its tasks, price and effective date.

Pre-existing defects, inaccessible assets and deferred corrective work shall be recorded separately in Schedule A. The fee does not include correction of those conditions unless Schedule D expressly includes it. Contractor will report discovered conditions through [CHANNEL] to [AUTHORIZED RECIPIENT] within [AGREED REPORTING PERIOD].

Unless Schedule D includes them, the fee excludes repairs caused by misuse, third-party alterations, utility or power failure, water damage, and parts no longer available from the manufacturer or its distributors. Customer will operate covered equipment under the manufacturer's instructions, keep access clear, avoid adjusting controls outside agreed settings, and report abnormal operation promptly through [CHANNEL].

3. Preventive maintenance tasks and frequency

Contractor will perform the applicable asset-specific tasks in Schedule B at the stated intervals and service windows. Each task shall identify its method, reference document and edition or revision, completion evidence, and exclusions. Visit cadence is [AGREED CADENCE AND WINDOWS]; task intervals remain those entered individually in Schedule B. Monthly invoicing does not change the service cadence.

Task changes require [WRITTEN APPROVAL METHOD] by [AUTHORIZED REPRESENTATIVES]. A missed or inaccessible task shall be documented with the reason, interim action, responsible person and proposed completion date. Work shall not be recorded as completed merely because a site visit occurred. Report delivery is [FORMAT, RECIPIENT AND PERIOD AFTER VISIT].

4. Service requests and response levels

Requests must reach [PRIMARY CHANNEL AND NUMBER/ADDRESS], with fallback to [BACKUP CHANNEL]. Schedule C defines Critical, Urgent and Routine events and the person authorized to classify or escalate them. Each level separately identifies acknowledgment, qualified callback, arrival and restoration commitments or estimates, the clock-start event, covered hours and time zone.

No restoration deadline or uninterrupted operation is promised unless expressly stated as a priced commitment in Schedule C. Delays involving access, authorization, parts or unsafe conditions shall be communicated through [CHANNEL] and recorded with the affected milestone and revised estimate. Any clock suspension requires [CONDITIONS, NOTICE AND APPROVAL]. Agreed service credits or other remedies are [TERMS / NONE], subject to Clause 13 and the reviewed state rider.

5. Included labor, parts and additional work

Coverage is [SELECT ONE: OPTION A, PM ONLY / OPTION B, PM PLUS IDENTIFIED REPAIR LABOR / OPTION C, IDENTIFIED LABOR AND PARTS]. Schedule D specifies included task labor, diagnostic labor, corrective labor, filters, other consumables, parts, quantities, caps and exclusions. Refrigerant, rental equipment, controls specialists, lifting equipment and after-hours work are [SEPARATE CHARGES / EXPRESSLY INCLUDED ITEMS AND LIMITS]. No blank allowance authorizes unlimited expenditure.

Additional work requires a written scope and price basis, identifying asset, defect, labor, parts and applicable charges, approved by [NAME/ROLE] through [CHANNEL]. The approval limit is [AMOUNT PER EVENT AND CURRENCY]; the backup approver is [NAME/ROLE]. Emergency stabilization without prior approval is restricted to [SPECIFIC ACTIONS AND MAXIMUM AMOUNT / NONE]. Further work requires approval. Contractor will re-perform defective workmanship at no charge if Customer reports it in writing within [WORKMANSHIP WARRANTY PERIOD] after completion; exclusions are [EXCLUSIONS / NONE]. Contractor will pass through any manufacturer warranty it receives; manufacturer coverage is not expanded by this Agreement.

6. Refrigerant handling and purchasing

Contractor shall assign appropriately certified personnel for work requiring Section 608 certification, subject to applicable exemptions and supervised-apprentice rules, and use applicable recovery and evacuation practices under 40 CFR Part 82, Subpart F. Certification evidence will be supplied to [RECIPIENT] by [METHOD]. Refrigerant purchase authority is [CERTIFIED PURCHASER / EMPLOYER-AUTHORIZED REPRESENTATIVE WITH REQUIRED EVIDENCE].

For each applicable service event, Contractor will record [ASSET ID, DATE, REFRIGERANT IDENTITY, QUANTITIES ADDED OR RECOVERED, WORK PERFORMED, TECHNICIAN AND REQUIRED SUPPORTING INFORMATION]. Supply, recovery, reclamation and disposal charges and ownership/return arrangements are [TERMS]. This Agreement does not authorize prohibited venting or a change of refrigerant contrary to applicable requirements.

7. Leak inspection, repair, verification and records

Before service begins, [QUALIFIED REVIEWER] will document each refrigerant-containing asset's subsector, full charge, refrigerant and applicability assessment in Schedule A. Where 40 CFR 84.106 applies, the parties shall complete Schedule B's assignments for leak-rate calculations, required inspections, repair escalation, verification tests, records and reporting. The responsible owner/operator representative is [NAME/ROLE AND CONTACT].

Contractor shall promptly notify [RESPONSIBLE REPRESENTATIVE] of an event requiring action, using [CHANNEL AND AGREED NOTIFICATION PERIOD]. Approval and escalation contacts are [PRIMARY AND BACKUP]; emergency spending authority is [LIMIT / NONE]. The legally applicable deadlines, inspection triggers and record-retention periods shall be recorded as [ASSET-SPECIFIC REQUIREMENTS AND VERIFIED SOURCE/DATE]. A slower contractual response or approval process does not extend a regulatory deadline.

The parties' allocation of inspection, recordkeeping and charges does not purport to transfer statutory owner/operator duties. Charges are [INCLUDED TASKS AND LIMITS / SEPARATE APPROVED RATES]. Customer will retain records at [REPOSITORY] with access for [ROLES]; Contractor will provide records through [METHOD AND DEADLINE]. If applicability remains unresolved, [REVIEWER] shall resolve it before the affected work proceeds.

8. Access, hazardous energy and safe work

Customer's site coordinator is [NAME/ROLE/CONTACT]. Customer will arrange [ACCESS HOURS, ESCORTS, KEYS, ROOF/MECHANICAL-ROOM ACCESS, SHUTDOWN PERMISSIONS AND SITE INFORMATION]. Contractor remains responsible for its personnel and work methods. Where the hazardous-energy standard applies, the on-site employer and outside employer will exchange their lockout/tagout procedures before affected servicing; coordination contacts and procedures are [DETAILS].

Contractor may stop affected work for a documented unsafe condition, notify [RECIPIENT] through [CHANNEL], and propose [CORRECTIVE ACTION AND RESCHEDULING PROCEDURE]. Additional attendance charges require [AGREED PRICE BASIS AND APPROVAL]. Nothing in this clause assigns all workplace-safety obligations to Customer or permits work to proceed unsafely.

Customer will disclose known asbestos-containing materials, mold, lead paint and other hazardous materials at the service areas before work starts. Identification, abatement and removal of those materials are excluded unless Schedule D includes them. If Contractor encounters a suspected hazardous material, it will stop affected work and notify [RECIPIENT]; work resumes after Customer arranges any required testing or abatement.

9. Fees, invoices, payment and late charges

The base fee is [AMOUNT AND CURRENCY] for [TERM AND SCOPE], invoiced [CYCLE AND DATES]. The due-date trigger is [RECEIPT OF A CONFORMING INVOICE / AGREED ALTERNATIVE], with payment due [NUMBER] days later, subject to applicable mandatory payment law. Invoice delivery, purchase-order requirements and required supporting records are [DETAILS]. Taxes and separately authorized expenses are [ALLOCATION AND TREATMENT].

Disputed items must be identified with reasons through [CHANNEL] within [AGREED PERIOD], without reducing any mandatory rights; undisputed amounts remain payable as required. Option A (default): no late charge. Option B: [COUNSEL-APPROVED RATE], calculated on [BASIS] after a grace period of [DAYS], reviewed against [APPLICABLE PAYMENT LAW]. No rate applies by implication. Mandatory payment rights and remedies remain unaffected. Suspension for nonpayment requires [NOTICE, CURE PERIOD AND SERVICE-CONTINUITY ARRANGEMENTS APPROVED FOR THIS JURISDICTION].

Price changes during the term are [NONE / DEFINED FORMULA, CAP, NOTICE AND CUSTOMER ACCEPTANCE PROCEDURE]. Renewal pricing requires [WRITTEN ACCEPTANCE PROCESS]. Automatic debit is [NOT AUTHORIZED / SEPARATE SIGNED AUTHORIZATION REFERENCE].

10. Term, renewal and advance notice

Option A (default): the initial term ends on [END DATE] without automatic renewal. Any further term requires a new written agreement signed by both parties.

Option B (alternative): adopt a renewal term only if local counsel completes [RENEWAL PERIOD], [CUSTOMER NONRENEWAL DEADLINE], [CONTRACTOR REMINDER WINDOW], [REQUIRED DELIVERY METHOD], [CANCELLATION CHANNELS], [PRICE-CHANGE RULES], [MANDATORY DISCLOSURES] and [STATE RIDER REFERENCE], and both parties sign or initial this option. If any field is blank or this option is not adopted in writing, Option A applies.

Renewal reminders and nonrenewal notices follow the notice terms in Clause 15. Any statute-prescribed delivery method or notice window overrides a conflicting contractual method or window.

11. Termination and handover

Either party may terminate for an uncured material breach after [WRITTEN NOTICE PROCEDURE AND CURE PERIOD]. Option A (default): no termination for convenience. Option B: termination for convenience on [NOTICE PERIOD AND TERMS], subject to the state-reviewed rider. Immediate affected-work suspension or termination for an unsafe or unlawful situation follows [REVIEWED CONDITIONS AND PROCEDURE]. Mandatory cancellation rights remain unaffected.

At termination, the parties shall reconcile authorized completed work, approved noncancelable commitments and unearned prepayments using [ALLOCATION METHOD]. Contractor shall provide an itemized final account within [PERIOD]; unearned sums will be refunded within [PERIOD], subject to applicable law. No cancellation charge or retroactive repricing applies unless separately stated and approved in [STATE-REVIEWED RIDER / NONE].

Contractor will deliver asset records, completed service reports and unresolved safety or compliance items to [RECIPIENT] within [PERIOD]. Responsibility for scheduled work after termination transfers under [HANDOVER ARRANGEMENT], without excusing obligations imposed by law.

12. Insurance and indemnity

Required insurance types, limits, evidence, endorsements and any additional-insured requirements are [STATE-REVIEWED REQUIREMENTS AND POLICY DETAILS]. Evidence will be supplied by [DATE] and on [RENEWAL/EVENT]. No certificate alone is treated as an agreed policy amendment. Additional coverage costs are [ALLOCATION].

Option A (default): each party is responsible for third-party bodily-injury or property-damage claims to the extent caused by its own negligent acts or omissions, or those of persons for whom it is legally responsible. Neither party assumes responsibility for the other party's negligence. This option creates no general duty to defend. Claim notice, cooperation and settlement approval are [STATE-REVIEWED PROCEDURE]. Option B: use a different fault-based allocation only in [SIGNED STATE-REVIEWED RIDER]; it must not create a blanket duty to defend or require indemnity for another party's negligence.

13. Liability allocation

Option A (default): no contractual liability cap or consequential-loss exclusion applies. Option B: the parties may adopt a cap only in a completed state-reviewed rider stating [CAP AMOUNT OR FORMULA], [MEASUREMENT PERIOD], [CLAIMS COVERED] and [PARTIES' INITIALS]. Any adopted cap and loss exclusion shall not apply to bodily injury, property damage to the extent caused by negligence, gross negligence, willful misconduct, liability that cannot lawfully be limited, or [OTHER COUNSEL-APPROVED EXCEPTIONS / NONE]. Insurance and indemnity interactions are [COUNSEL-APPROVED ALLOCATION].

Any proposed exclusions for lost production, spoiled stock, business interruption or temporary cooling must be listed individually in [RIDER / NONE]. A generic limitation must not silently remove an express service-credit remedy or a nonwaivable liability.

14. Mechanics' liens and statutory notices

This Agreement does not itself create, perfect or waive a mechanics' lien. Before affected work, [RESPONSIBLE ADMINISTRATOR] will identify whether the work and claimant qualify, the claimant's contractual tier, property owner, lender, required notices, recipients, delivery methods and deadlines under [APPLICABLE STATE/LOCAL LAW AND APPROVED NOTICE FORM]. Track these in Schedule D.

Statutory notices shall be served separately as required; an invoice, signature on this Agreement or generic contractual warning is not a substitute. Any lien release shall use [APPLICABLE STATUTORY/REVIEWED FORM], cover only [IDENTIFIED PAYMENT/WORK], and be delivered under [REVIEWED PAYMENT PROCEDURE]. No advance blanket waiver is included.

15. Disputes, governing law and general terms

The parties will first refer a dispute to [NAMED MANAGEMENT ROLES] for discussion within [PERIOD]. Mediation is [OPTIONAL / REQUIRED, SUBJECT TO MANDATORY RIGHTS]. If selected, mediation will take place at [LOCATION OR REMOTE PROCEDURE], with costs allocated [METHOD]. These steps do not extend statutory deadlines or prevent legally available urgent relief or lien-preservation action.

Option A (default): courts in [COUNTY AND STATE], subject to mandatory law. Option B: arbitration only under a separate signed rider specifying [RULES], [ADMINISTRATOR], [PLACE] and [COST ALLOCATION]. Arbitration is not selected by default. Attorney-fee treatment is [EACH PARTY BEARS ITS OWN, SUBJECT TO MANDATORY LAW / STATE-REVIEWED ALTERNATIVE].

Governing law: [STATE, FOR LOCAL COUNSEL TO COMPLETE]. Venue: [COUNTY AND STATE, FOR LOCAL COUNSEL TO COMPLETE].

Excused delay: neither party is liable for a delay caused by events beyond its reasonable control, such as severe weather, utility outages, government orders or supplier shortages, if it notifies the other party promptly and resumes performance when the event ends. Response and restoration clocks in Schedule C pause for the affected work only. Payment for services already performed is not excused. If an event prevents performance for more than [NUMBER] days, either party may end the affected service on written notice.

Compliance and permits: each party will comply with laws that apply to its own performance. [CONTRACTOR / CUSTOMER] obtains permits required for work under this Agreement; permit fees are [INCLUDED / CHARGED AT COST].

Subcontracting and status: Contractor may subcontract work only with Customer's written approval, which Customer will not unreasonably withhold. Contractor remains responsible for subcontracted work and will flow down Clauses 6, 7, 8 and 12. Contractor is an independent contractor; nothing in this Agreement creates employment, partnership or agency.

Confidentiality, records and data: each party will use the other's non-public information, including access codes, keys, building-system credentials, drawings and prices, only to perform this Agreement and will protect it with reasonable care. Customer owns completed service reports, the Schedule A register and records delivered under Clauses 3, 6, 7 and 11. Contractor may keep copies to meet legal duties and may use de-identified service data to improve its services. Remote monitoring or building-system connections require [SEPARATE SIGNED TERMS / NOT USED].

Notices: formal notices go to [NAME, ADDRESS AND EMAIL FOR EACH PARTY]. A notice is effective on personal delivery, one business day after dispatch by recognized overnight courier, or on the email recipient's acknowledgment, unless law requires another method.

Assignment: neither party may assign this Agreement without the other's written consent, which will not be unreasonably withheld. A transfer to the buyer of the covered property or of substantially all of Contractor's business is permitted on written notice, if the transferee assumes this Agreement in writing.

Entire agreement and changes: this Agreement, its Schedules and the attachments listed in Clause 1 are the entire agreement on its subject and replace earlier proposals and understandings. Amendments require [AUTHORIZED SIGNATURES AND VERSION PROCEDURE]. A delay in enforcing a right is not a waiver of it.

Severability and survival: if a provision is unenforceable, it is enforced to the maximum lawful extent and the rest of this Agreement continues. No clause overrides nonwaivable law. Clauses 7, 11, 12, 13, 14 and 15 survive termination for the obligations they describe.

Counterparts: the parties may sign in counterparts and by electronic signature; each signed copy counts as an original.

Schedule A — Sites, assets and takeover condition

Repeat the asset rows as needed. Do not infer a charge, model, installation year or legal classification from capacity alone.

Schedule B — Task, frequency and compliance responsibility

These are original planning prompts; they are not an official standard's task list or a recommended universal cadence.

Schedule C — Response levels and escalation

Complete one row for each level. Each of the four clock fields requires units, a clock-start event, operating hours and time zone, plus a commitment-or-estimate label. Define the severity trigger and authorized classifier.

Water-leak severity and escalation: [SEVERITY DEFINITION AND APPROVER].

Schedule D — Commercial terms, notices and state rider

Signatures

Contractor: [LEGAL ENTITY]. Authorized signature: [SIGNATURE]. Printed name/title: [NAME AND TITLE]. Date: [DATE].

Customer: [LEGAL ENTITY AND REPRESENTED PRINCIPAL, IF ANY]. Authorized signature: [SIGNATURE]. Printed name/title: [NAME AND TITLE]. Date: [DATE].

Accepted schedules and riders: [A–D VERSION/DATE; ADDITIONAL RIDER REFERENCES]. Copies delivered to: [RECIPIENTS AND DELIVERY DATE].