Contractor Agreement 

This Contractor Agreement (“Agreement”) dated _______, 20__ (the “Effective Date”) is made between __________________(the “Client”) located at ________________________and________________(the “Contractor”), located at _______________________________________________________________, for the purpose of setting forth the exclusive terms and conditions by which the Client desires to acquire certain services from the Contractor.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

Scope of Services. Client retains the above Contractor, and the Contractor agrees to perform for the Client, certain services set forth in Exhibit A to this Agreement (the “Services”). Any Service outside of the scope as defined in Exhibit A to this Agreement will require a new Agreement for other services agreed to by the Parties.

The Contractor shall perform the services as defined in Exhibit A at the following location(s):

_________________________________ ______________________________ _________________________________ ______________________________ _________________________________ ______________________________

Consideration / Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Client (as determined by the Client), the Client shall provide the Contractor shall be compensated as follows:

_____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

The Contractor will invoice the Client on the _____ day of each month. The invoice will include any and all services performed under this Agreement as well as any pre-approved expenses as detailed in Exhibit B of this Agreement.

Payment will be due within _____ days of the invoice date. A late charge of $_______ per month will be added to any invoice not paid on time.

Payments must be made to the Contractor by credit card, money order, check, or any other approved method of payment accepted by the Contractor.

Payments shall be mailed to:

________________________________

________________________________

________________________________

________________________________

Expenses. From time to time throughout the duration of this Contractor Agreement, the Contractor may incur certain expenses that are not included as part of the Fee for our Services to this Agreement.

The Contractor agrees to keep an exact record of any and all expenses acquired while performing the Services. The Contractor will submit an invoice itemizing each expense, along with proof of purchase and receipt, every ______ days upon completion of such Services.

If any one expense if over $_____, the Contractor agrees to obtain the Client’s written approval before making the purchase.

Invoice Disputes. The Client shall notify the Contractor in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute within _____ Business Days from the date of the Client’s receipt of such invoice subject to dispute.

Client will be deemed to have accepted all invoices for which the Contractor does not receive timely notification of a dispute and shall pay all undisputed amounts due under such invoices within the period set forth in this Agreement. The Parties shall seek to resolve all such disputes expeditiously and in good faith

Completion and Deliverables. The Service Provider shall complete the services by ________ [a.m./p.m.] on or before ___________ ____, 20___. Time shall be of the essence in the Contractor’s performance of this Agreement. The Client may request certain revisions ___ days after the services have been provided, if applicable.

Other:

_____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

Supplies and Equipment. The Contractor, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. Should the Client not furnish the agreed upon supplies, the Client understands they will be responsible for reimbursing the Service Provider for all expenses incurred.

The Contractor shall furnish the materials and equipment described in Exhibit B attached hereto. Moreover, the Client shall furnish the materials and equipment described in Exhibit B attached hereto.

Access. The Client shall provide the Contractor with necessary access to the Property and or location(s), and to all areas of the Property scheduled to be cleaned as defined under Scope of Services, at the scheduled time. Failure to do so allows the Contractor to deem the failure as a material breach.

Independent Contractor.

The Client and Contractor expressly agree and understand that the above-listed Contractor is a contractor hired by the Client and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.

Accordingly, the Contractor acknowledges that neither the Contractor or the Contractor’s Employees are not eligible for any benefits, including, but not limited to, health insurance, retirement plans or stock option plans. The Contractor is not the agent of Client or its Company and is not authorized and shall not

have the power or authority to bind Client or its Company or incur any liability or obligation, or act on behalf of Client or its Company. At no time shall the Contractor represent that it is an agent of the Client or its Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those for the Client.

The Contractor is not entitled to receive any other compensation or any benefits from the Client. Except as otherwise required by law, the Client shall not withhold any sums or payments made to the Contractor for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the Contractor’s responsibility. The Contractor further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.

The Contractor is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. The Contractor shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.

Insurance.

The Contractor warrants that it will obtain and keep in full force and effect at all times hereunder workers’ compensation, general liability and errors and omissions or professional liability insurance covering all of its Services.

The Contractor shall provide to the Client copies of all policies required to be maintained, and a Certificate of Insurance indicating said coverage shall be provided to the Client upon request.

The Contractor also warrants and represents that it has properly classified all of its workers, has and will maintain all required licenses and certifications.

Property Rights and Confidentiality.

Throughout the duration of this Agreement, it may be necessary for the Contractor to have access to the Client’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.

The Contractor is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Client. The Contractor’s obligation of confidentiality will survive the termination of this Contractor Agreement and stay in place indefinitely.

Upon the termination of this Contractor Agreement, the Contractor agrees to return to the Client any and all Confidential Information that is the property of the Client.

Indemnification and Release.

The Contractor agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless the Client, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of the Contractor or any of the Contractor’s employees in the performance or failure to fulfill any Services or obligations under this Agreement.

Termination. This Contractor Agreement may be terminated at any time by mutual agreement by the Client and Contractor.

This Contractor Agreement shall be effective on the date hereof and shall continue until terminated by either party upon _____ business days written notice.

The Client understands that the Contractor may terminate this agreement at any time if the Client fails to pay for the Services provided under this Agreement or if the Client breaches any other material provision listed in this Contractor Agreement Client agrees to pay any outstanding balances within _____ days of termination.

No Exclusivity. The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties.

Subcontractors. Except otherwise stipulated, the Contractor may, at their discretion, retain a third-party subcontractor to perform some of all of the services of the Services under this Agreement and the Client agrees not to retain or employ any outside parties to help with the Services.

Assignment and Subcontracts. The Parties to this Agreement shall not assign responsibilities they have agreed to under this Agreement to any other party or individual, except with the written consent and approval of both Parties.

Notice. All notices or requests required or contemplated by this Agreement shall be in writing and such notice shall be delivered as follows:

(a) if from the Client to the Contractor shall be hand-delivered or mailed to:

_________________________________

_________________________________

_________________________________

_________________________________

or such other address as the Client Shall specify in written notice to the Contractor (b) if from the Contractor to the Client, shall be hand-delivered or mailed to:

_________________________________

_________________________________

_________________________________

_________________________________

or such other address as the Contractor shall specify in written notice to the Client.

Warranty. The Contractor shall provide its services and meet its obligations set forth in this Agreement in a timely and satisfactory workmanlike manner, using its knowledge and recommendations for performing its services which generally meets standards in the Contractor’s region and community, and agrees to provide a standard of care, equal or superior to care used by other professionals in the same profession.

The Contractor shall perform the services in compliance with the terms and conditions of the Agreement.

Dispute Resolution.

Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of ________________.

If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of _________________, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of ______________________.

Governing Law. This Contractor Agreement shall be governed in all respects by the laws of the State of ___________________ without regard to the conflict of law provisions of such state. This Agreement shall be binding upon the successors and assigns of the respective parties.

Force Majeure. Contractor and any of its employees or agents shall not be in breach of thisContractor Agreement for any delay or failure in performance caused by reasons out of its reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Contractor.

Legal Fees. Should a dispute between the named Parties arise that lead to legal action, the prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys’ fees.

No Assignment. This Agreement shall be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile. email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Electronic Signatures. This Agreement and related documents entered into in connection with this Agreement are signed when a party’s signature is delivered electronically, and these signatures must be treated in all respects as having the same force and effect as original signatures.

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).

Amendment. This Agreement may be amended only by a writing signed by all of the Parties hereto.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

[Signatures on Following Page]

IN WITNESS WHEREOF, the undersigned have executed this Contractor Agreement effective as of the ____________ day of ________________, 20__ (the “Ef ective Date”).

Dated: _____________________________ Dated: _______________________________

________________________________________ _______________________________________ Contractor’s Signature Client’s Signature

________________________________________ _______________________________________ Contractor’s Printed Name or Entity Client’s Printed Name or Entity

Contractor’s Contact Information: Client’s Contact Information: Address: ______________________________ Address: _____________________________ Phone Number: _________________________ Phone Number: _________________________ Email Address: _________________________ Email Address: _________________________

EXHIBIT A

SERVICES

The Contractor agrees to provide the following services for the Client:

_____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

The Contractor is entitled to reimbursement of the following expenses incurred while performing such services:

_____________________________________________________________________________________ _____________________________________________________________________________________ *The Contractor agrees that any expense not listed must be pre-approved by the Client. The Contractor agrees to provide any receipts of any other related document to such expenses.

The Contractor shall perform the Services at the following location(s) unless otherwise stipulated. Any additional locations shall be in writing executed by both Parties:

____________________________________________________

____________________________________________________

____________________________________________________

____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

_____________________________________________________

Other:

_____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________

EXHIBIT B

SUPPLIES/MATERIALS SPECIFICATION SHEET