Commercial Cleaning Services Agreement

Commercial Cleaning Services Agreement

Template notice. This document is a starting-point template, not legal advice. Commercial cleaning contracts vary by building type, hours, and procurement requirements, and state and local laws differ. Before using this agreement with a client, have an attorney licensed in your state review and adapt it.

1. Parties and Effective Date

This Commercial Cleaning Services Agreement (the "Agreement") is entered into as of Effective Date (the "Effective Date") by and between Provider Business Name ("Provider") and Client Business Name ("Client"). Services will be performed at Service Address (Premises) (the "Premises").

2. Scope of Services

Provider will furnish the cleaning services described in this Section 2 (the "Services"). The Services are limited to the areas, surfaces, and tasks listed below. Any work outside this scope is treated as an Add-On or Project Service under Section 7.

2.1 Tasks Performed Each Visit

• Empty all interior trash and recycling receptacles; replace liners; transport waste to the designated dumpster or compactor
• Clean and restock all restrooms, including toilets, urinals, sinks, mirrors, partitions, and floors; restock paper towels, toilet tissue, hand soap, and seat covers
• Vacuum carpeted floors in offices, hallways, conference rooms, and common areas
• Sweep and mop hard-surface floors using cleaning agents appropriate to each floor type
• Damp-wipe and disinfect break-room and kitchenette surfaces, including countertops, sinks, table tops, and the exterior of appliances; load and run the dishwasher when requested
• Spot-clean entry-door glass and interior glass partitions at standing height
• Dust accessible horizontal surfaces, including desks (when clear), filing cabinets, shelving, and window sills
• Clean and disinfect frequently touched points, including door handles, light switches, elevator buttons, and shared workstation surfaces

2.2 Periodic Tasks

Performed on a schedule documented in writing between the parties. Typical cadences are monthly for high-dust and detail-vacuum tasks, and quarterly for baseboards and metal polishing. Adjust to the Premises.

• High-dusting of vents, light fixtures, and ceiling corners
• Detail-vacuum carpet edges and under furniture
• Damp-wipe baseboards and door frames
• Polish stainless-steel fixtures and elevator panels
• Detail-clean interior glass partitions and conference-room tables

2.3 Tasks Excluded

The following are not included in the per-visit price and require a separate quote under Section 7.

• Exterior window cleaning
• Floor stripping, waxing, burnishing, or refinishing
• Carpet shampooing, extraction, or spot-dyeing
• Post-construction cleanup, debris removal, or punch-list work
• Biohazard, bloodborne-pathogen, mold, or sewage remediation
• Day-porter services during business hours unless separately contracted
• Move-in and move-out turnover cleans
• Outdoor surfaces, sidewalks, parking areas, dumpster pads, and exterior facade cleaning
• Snow removal and de-icing
• Pest control or specialty disinfection (fogging, electrostatic spray) beyond routine sanitizing

3. Schedule and Service Window

The Services will be performed Service Frequency on Service Days during a Service Window window (the "Service Window"). The parties have agreed that Services will be performed during Access Window access. Provider will use commercially reasonable efforts to maintain a consistent crew at the Premises. Holidays observed at the Premises and weather closures are handled under Section 13.

4. Pricing, Billing, and Annual Adjustment

Client agrees to pay Provider $Monthly Service Rate ($) per month for the Services described in Section 2 (the "Service Fee"). Provider will invoice Billing Schedule. Payment is due Payment Terms from the invoice date. Invoices unpaid more than 10 days past due accrue a late fee of Late Fee % per month% per month, or the maximum rate permitted by applicable law, whichever is lower.

On each annual anniversary of the Effective Date, Provider may adjust the Service Fee by up to the greater of Annual Escalator %% or the change in the U.S. Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U), All Items, for the most recently published twelve-month period, on at least 30 days' written notice. Any adjustment beyond that amount requires Client's written approval. Client may terminate this Agreement under Section 12 if a proposed adjustment is not acceptable.

Restroom and break-room consumables (paper, soap, can liners) are handled as follows: Consumables Handling.

5. Supplies, Equipment, and Consumables

Provider will furnish all cleaning chemicals, tools, and equipment necessary to perform the Services unless the parties agree otherwise in writing. Client will provide Provider with a list of any surfaces requiring specialty care (sealed stone, hardwood, antimicrobial coatings, raised-access flooring) before the first service visit.

Safety Data Sheets (SDS) for all cleaning chemicals used at the Premises are available from Provider on request and will be furnished to Client's facilities or safety contact promptly upon request.

6. Access, Keys, and Building Rules

Client will provide Provider reliable access to the Premises during the Service Window. Access credentials may include keys, key fobs, access cards, alarm codes, freight-elevator keys, or building-management credentials, as agreed in writing. Provider will:

• Maintain a written log of which Provider personnel hold credentials
• Safeguard all credentials and report any loss or compromise to Client within 24 hours
• Return all credentials at the end of this Agreement
• Follow Client's and the building owner's posted rules, including loading-dock hours, freight-elevator reservations, and after-hours HVAC protocols
• Re-secure the Premises on departure, including locking doors, arming alarms, and shutting off lights as instructed

If Provider cannot access the Premises after reasonable efforts during a scheduled visit, the visit is treated as a no-access visit under Section 13.

7. Add-On and Project Services

Any work outside Section 2 is an "Add-On Service" or "Project Service." Examples include floor strip and refinish, carpet extraction, post-event cleanup, post-construction cleaning, exterior pressure washing, and one-time deep cleans. Provider will furnish a written estimate before performing any Add-On or Project Service. Client's written or electronic approval of the estimate authorizes the work and the additional charge.

8. Personnel, Background Checks, and Non-Solicitation

Provider's personnel performing Services under this Agreement will:

• Be employees or properly classified contractors of Provider
• Have completed a criminal background check appropriate for commercial cleaning work prior to performing Services at the Premises
• Be trained on Provider's safety procedures, including bloodborne-pathogen handling, chemical safety, and ladder use
• Wear uniforms or visible identification while at the Premises
• Comply with Client's reasonable security, badging, and sign-in requirements

During the term of this Agreement and for a period of Non-Solicit Period (months) months following its termination, Client agrees not to directly or indirectly hire or engage as an independent contractor any Provider personnel who performed Services at the Premises, without Provider's prior written consent. If Client breaches this section, Client will pay Provider a placement fee equal to $Placement Fee ($) as liquidated damages, which the parties agree is a reasonable estimate of Provider's recruiting and training costs.

9. Insurance and Certificate of Insurance

Provider will, throughout the term of this Agreement, maintain at its sole cost commercial general liability insurance of at least $GL Insurance per Occurrence ($) per occurrence and $GL Insurance Aggregate ($) aggregate, workers' compensation insurance at statutory limits, commercial auto liability insurance if Provider vehicles enter the Premises, and a janitorial bond or crime coverage appropriate to the Services. All carriers will be rated A- or better by A.M. Best.

Within 10 days of the Effective Date, Provider will furnish Client with a Certificate of Insurance naming Client and, if requested, the building owner and property manager as additional insureds on the commercial general liability policy on a primary and non-contributory basis, with a waiver of subrogation in favor of Client. Provider will furnish renewal certificates within 10 days of each policy renewal.

10. Damages and Liability

If Provider damages property during a visit, Provider will notify Client's designated contact within 24 hours of discovery. Client must report any damage Client believes was caused by Provider within 5 business days of the visit; claims made later are waived. Provider's sole liability for damage caused by Provider's negligence is, at Provider's option, repair, replacement with like kind and quality, or credit against future Services.

Except for the obligations set forth in Section 16 (Indemnification) and Section 9 (Insurance), Provider's aggregate liability under this Agreement for any 12-month period is limited to the total Service Fee paid by Client to Provider during that period. Neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits or lost business opportunity, even if advised of the possibility of such damages.

11. Quality Inspection and Service Level

Provider will respond to written quality concerns submitted by Client's designated facilities contact within Quality Response Window (business hours) business hours, and will correct deficiencies at no additional charge within Quality Correction Window (business hours) business hours of acceptance of the report, provided the deficiency falls within the scope of Section 2.

The parties may conduct a joint walk-through of the Premises on a regular cadence (typically monthly) to identify and document quality issues. Persistent failure to correct documented deficiencies within the Correction Window is a material breach for purposes of Section 12.

12. Term, Renewal, and Termination

This Agreement begins on the Effective Date and continues for an initial term of Initial Term (months) months (the "Initial Term"). At the end of the Initial Term, this Agreement automatically renews for successive Renewal Term (months)-month renewal terms unless either party gives at least Non-Renewal Notice (days) days' written notice of non-renewal before the end of the then-current term.

Either party may terminate for convenience at any time on at least Termination-for-Convenience Notice (days) days' written notice. Either party may terminate for material breach that is not cured within Cure Period (days) days of written notice describing the breach. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or has a receiver appointed.

On termination, Client will pay Provider for Services performed through the effective date of termination, and Provider will return all Client credentials, materials, and information.

13. Cancellation, Holidays, and No-Access Visits

• Visits canceled with at least 72 hours' written notice: no fee
• Visits canceled with less than 72 hours' notice: Short-Notice Cancellation %% of the visit rate
• No-access visits, lockouts, or building closures occurring less than 24 hours before the scheduled visit: full visit rate
• Holidays observed at the Premises: skipped without credit unless rescheduled in writing
• Weather closures and force-majeure events: skipped without credit; Provider will offer to reschedule within 5 business days when reasonable

14. Independent Contractor and Subcontracting

Provider is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Provider controls the means and methods of performing the Services and is solely responsible for the conduct, training, payment, taxes, and benefits of Provider's personnel.

Provider may engage qualified subcontractors to perform portions of the Services with Client's prior written consent, not to be unreasonably withheld. Provider remains fully responsible for the work of any approved subcontractor and for ensuring the subcontractor meets the insurance, background-check, and confidentiality requirements of this Agreement.

15. Confidentiality and Compliance with Laws

Provider and Provider's personnel will keep confidential all non-public information observed at the Premises, including layout, security procedures, access credentials, business operations, personnel matters, and any documents or data visible during the Services. This obligation continues for 3 years after termination of this Agreement, or longer if required by law.

Provider will perform the Services in compliance with all applicable federal, state, and local laws, including occupational-safety standards (OSHA), waste-disposal rules, and applicable building and property-owner rules. Provider will make Safety Data Sheets available on request as set forth in Section 5.

16. Indemnification

Each party (the "Indemnifying Party") will indemnify, defend, and hold harmless the other party, its officers, directors, employees, and (with respect to Client) the building owner and property manager, from any third-party claim, loss, liability, or expense (including reasonable attorneys' fees) arising out of (a) bodily injury or property damage caused by the Indemnifying Party's negligence or willful misconduct, or (b) the Indemnifying Party's material breach of this Agreement. The Indemnified Party will give prompt written notice of the claim, reasonable cooperation, and control of the defense to the Indemnifying Party. This obligation survives termination for 12 months following the date of termination, except for claims arising during the term, which survive for the applicable statute of limitations.

17. Governing Law and Venue

This Agreement is governed by the laws of the State of Governing State, without regard to its conflict-of-laws principles. Any unresolved dispute will be brought in the state or federal courts located in Venue County, Governing State, and the parties consent to the exclusive jurisdiction of those courts. The parties waive any right to a jury trial in any proceeding arising out of this Agreement.

18. General Provisions

This Agreement, together with any signed change orders and statements of work, is the entire agreement between the parties regarding its subject matter and supersedes any prior agreements or proposals. No amendment is binding unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign on at least 30 days' written notice to an affiliate or to a successor by merger, sale of substantially all assets, or reorganization. This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original.

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