Commercial Cleaning Contract

The Contractor shall clean the premises located at , comprising (the "Premises"), on the following schedule: .

Each visit includes the following tasks, at minimum:

1. emptying and relining trash and recycling receptacles, and removing waste to the designated collection point;

2. vacuuming carpeted areas and sweeping and mopping hard floors in offices, corridors and common areas;

3. dusting desks, furniture, sills and reachable surfaces, and spot-cleaning interior glass, doors and light switches;

4. cleaning and sanitizing restrooms, including fixtures, mirrors, floors, and replenishing consumables the Client supplies under clause 6; and

5. cleaning the break room or kitchen, including countertops, sinks and the exterior of appliances.

The following work is expressly outside the Services and is not covered by the fees in clause 3: , or state none. Excluded work may be performed only under a separate written quote both Parties sign, and is not part of this Agreement until they do.

The Client shall identify, before the Contractor's first visit, any area of the Premises that is off-limits to the Contractor's staff — for example a server room, executive office, or an area under a separate confidentiality regime — and the Contractor shall keep that area off the cleaning schedule unless the Client later authorizes access to it in writing.

In consideration of the Services, the Client shall pay the Contractor . Fees are exclusive of value added tax, goods and services tax, sales tax and any similar tax, which the Client shall pay in addition where it applies.

The Contractor shall invoice the Client monthly, . Each invoice is payable within of its date, by . The Client shall notify the Contractor of any disputed line item within of receiving the invoice, giving its reasons; undisputed amounts remain payable on the due date.

If an undisputed amount remains unpaid more than after its due date, the Contractor may charge interest on the outstanding balance at and, on written notice, may suspend the Services until the account is settled. A suspension under this clause does not put the Contractor in breach.

The fee may be adjusted for a change in the scope of the Premises (added or removed square footage, floors or areas) or a change in cleaning frequency, in each case only by written amendment both Parties sign.

This Agreement takes effect on and continues for an initial term of , renewing automatically for successive periods of the same length unless either Party gives the other written notice of non-renewal at least before the current term ends.

Either Party may terminate this Agreement for convenience on written notice. Either Party may terminate it immediately on written notice if the other commits a material breach that is not remedied within of written notice describing the breach, or becomes insolvent or ceases to carry on business. The Client may also terminate immediately, without a cure period, if the Contractor fails to maintain the insurance or bonding required by clause 7.

On termination, the Client shall pay for all Services performed up to the termination date. The Contractor shall promptly return all keys, access cards, fobs and any alarm or access codes issued to it under clause 5, and confirm in writing that it has done so. Clauses 7, 8, 10, 11 and 12 survive termination, together with any other provision that by its nature is intended to survive.

The Contractor's staff shall access the Premises only during the following window: , and only using the access method the Client provides: . The Contractor shall not admit anyone other than personnel named on the roster required by clause 8.

The Client shall provide the Contractor with any alarm code needed to enter and exit the Premises. The Contractor shall arm the alarm and secure all doors and windows it used before its staff leave, and shall keep any issued key, fob, code or alarm code confidential, not duplicate it, and not disclose it to anyone not authorized under clause 8.

The Contractor shall maintain a sign-in and sign-out log of each visit, recording the date, the arrival and departure time, and the names of the staff present, and shall provide that log to the Client on request. If the Contractor's staff find the Premises unsecured, damaged, or showing signs of unauthorized entry on arrival, they shall not enter and shall notify immediately.

Lost or stolen keys, fobs or access devices must be reported to the Client in writing within of discovery. The Contractor is responsible for the reasonable cost of re-keying or reprogramming access to the Premises where the loss results from the Contractor's failure to keep the device secure.

The Contractor shall supply its own cleaning equipment and cleaning chemicals needed to perform the Services, except for the following, which the Client shall supply: .

The Contractor shall use cleaning products appropriate for the surfaces being cleaned and shall provide safety data sheets for any chemical it brings onto the Premises on the Client's request. The Contractor shall store its equipment and chemicals only in the area the Client designates for that purpose, and shall not use the Client's equipment, supplies or utilities except with the Client's consent.

The Contractor shall maintain, at its own expense and for the duration of this Agreement, commercial general liability insurance with cover of at least , naming the Client as an additional insured, and workers' compensation insurance covering its employees as required by applicable law.

The Contractor shall also maintain a fidelity or janitorial surety bond of at least covering theft or dishonesty by its personnel while on the Premises. Before the first visit, and on each renewal, the Contractor shall provide the Client with a certificate of insurance and evidence of the bond required by this clause. The Contractor shall notify the Client in writing at least before any required policy or bond is cancelled, lapses or is materially reduced, and shall not perform the Services on the Premises during any period the required coverage is not in force.

The Contractor shall complete a criminal background check on each individual before that individual first accesses the Premises, and shall not assign anyone with a disqualifying result the Client has notified the Contractor of in writing, or anyone the Client reasonably objects to in writing after being told of a specific concern.

The Contractor shall keep a current roster of every individual authorized to access the Premises under this Agreement and provide it to the Client before the first visit and whenever it changes. Each individual shall carry photo identification issued by the Contractor while on the Premises and present it on request.

The Client may require the Contractor to remove a specific individual from the Premises on reasonable written notice describing the Client's concern; the Contractor shall comply and, if needed, assign a replacement so the Services continue on schedule. The Contractor shall keep background-check records confidential and disclose their contents to the Client only to the extent needed to confirm that a check was completed, subject to applicable law.

The Contractor shall perform the Services in a professional and workmanlike manner, consistent with generally accepted commercial janitorial standards, and in compliance with all laws, licenses, permits and workplace-safety regulations that apply to the Services.

The Client may walk through the Premises after a visit and note any deficiency in writing to . The Contractor shall correct a deficiency reported within at no additional charge. Recurring, uncorrected deficiencies are a material breach for the purposes of clause 4.

Except as expressly stated in this Agreement, the Services are provided without any other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

The Contractor is an independent contractor and not an employee, partner, agent or joint venturer of the Client. The Contractor controls the manner and means by which the Services are performed, hires, supervises and pays its own staff, and is responsible for its own taxes, insurance and any statutory contributions arising from the fees paid under this Agreement. The Contractor is not entitled to any employee benefit of the Client.

The Contractor may engage a subcontractor to perform part of the Services only with the Client's prior written consent, and remains responsible for that subcontractor's compliance with this Agreement, including clauses 5, 7 and 8.

While performing the Services, the Contractor's staff will be on the Client's premises unattended and may see documents, screens, whiteboards or other material left in the open. The Contractor shall keep confidential anything of that kind its staff observe, use it for no purpose other than performing the Services, not photograph or copy it, and not disclose it to any third party.

These obligations continue for after this Agreement ends, and do not apply to information that the Contractor can show:

1. was already lawfully known to it, without any duty of confidence, before it observed the information;

2. is or becomes public through no act or omission of the Contractor;

3. is lawfully received from a third party who is free to disclose it; or

4. the Client discloses to the Contractor in writing is not confidential.

The Contractor shall indemnify the Client against any loss, liability, damage, cost and reasonable legal expense the Client incurs arising from the Contractor's negligence or wilful misconduct, from theft or property damage caused by the Contractor's personnel while on the Premises, or from a breach by the Contractor of clause 5, 7, 8 or 11. This indemnity is the Client's primary recourse in addition to any claim against the insurance and bond required by clause 7.

The Client shall indemnify the Contractor against any loss, liability, damage, cost and reasonable legal expense the Contractor incurs arising from the Client's negligence, wilful misconduct or breach of this Agreement, or from a hazardous condition on the Premises the Client failed to disclose.

Neither Party is liable to the other for loss of profit, loss of revenue, or any indirect or consequential loss. Except for the Contractor's indemnity obligations under this clause and any loss covered by the insurance or bond required by clause 7, each Party's total aggregate liability arising out of or in connection with this Agreement is limited to . Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot lawfully be limited or excluded.

This Agreement, and any dispute or claim arising out of it or its subject matter, are governed by the laws of . The Parties submit to the exclusive jurisdiction of the courts of .

This Agreement is the entire agreement between the Parties about the Services and replaces any earlier proposal, quotation or understanding on that subject. It may only be amended in writing signed by both Parties.

Neither Party may assign this Agreement without the other's written consent, except that either Party may assign it to a successor of the business to which it relates. If any provision is held unenforceable, the remainder continues in force. A failure to enforce a provision is not a waiver of it. Notices must be given in writing to the addresses above or to an email address the Parties have used for the engagement.

This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement.