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Cleaning Subcontractor Agreement

State of

Date:

GENERAL CONTRACTOR:
Company: ________________
License #: ________________
Contact: ________________
Address: ________________, ________, ____ _____
Phone: (___) ___-____
Email: ________________

CLEANING SUBCONTRACTOR:
Name: ________________
Cleaning Specialty: ________________
Address: ________________, ________, ____ _____
Phone: (___) ___-____
Email: ________________

RECITALS

WHEREAS, General Contractor has entered into a prime contract ("Prime Contract") with the Property Owner for cleaning services at the property known as ________________ located at ________________, ________, ____ _____ (the "Service Location"); and
WHEREAS, General Contractor desires to subcontract certain cleaning services to Subcontractor, and Subcontractor desires to perform such services, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1: SCOPE OF SUBCONTRACT WORK

1.1 Subcontractor shall perform the following cleaning services in connection with the Service Location ("Subcontract Work"):

[Scope of cleaning work will be provided]

1.2 Cleaning Specialty: ________________
1.3 Property Type: ________________
1.4 Supplies Responsibility: ________________
1.5 Materials Responsibility: ________________

ARTICLE 2: SERVICE SCHEDULE & ACCESS

2.1 Service Frequency: ________________
2.2 Subcontractor shall perform services at the times and on the schedule agreed upon with General Contractor, with reasonable notice of any schedule changes.
2.3 Property Access Method: ________________
2.4 Subcontractor acknowledges that access to the Service Location is granted solely for the purpose of performing the Subcontract Work. Subcontractor shall secure the premises upon completion of each visit.
2.5 Any keys, access codes, or security credentials provided to Subcontractor shall remain the property of the client/owner and shall be returned immediately upon termination of this Agreement.

ARTICLE 3: CHANGE ORDERS

3.1 No changes to the Subcontract Work shall be made except by written Change Order signed by both parties.
3.2 Change Order Process: ________________
3.3 Subcontractor shall not proceed with changed or additional work until a Change Order has been executed.
3.4 Change Orders shall specify the scope of changed work, the adjustment to compensation (if any), and the impact on the schedule (if any).

ARTICLE 4: MATERIALS, SUPPLIES & EQUIPMENT

4.1 Supplies Responsibility: ________________
4.2 All cleaning supplies and chemicals used shall be safe, non-toxic (unless otherwise specified), and appropriate for the surfaces being cleaned.
4.3 Subcontractor shall maintain Safety Data Sheets (SDS) for all chemicals used in accordance with OSHA's Hazard Communication Standard (29 CFR § 1910.1200) and make them available upon request.
4.4 Subcontractor shall use only products approved by General Contractor or the property owner when working in medical facilities, schools, or other environments with specific chemical restrictions.

ARTICLE 5: PERMITS & INSPECTIONS

5.1 Permits & Inspections Responsibility: ________________
5.2 Subcontractor shall obtain all permits, licenses, and approvals required by applicable law for the performance of the Subcontract Work and shall comply with all applicable regulations.

ARTICLE 6: SAFETY & COMPLIANCE

6.1 OSHA Compliance: Subcontractor acknowledges and agrees to comply with all applicable OSHA standards, including the Hazard Communication Standard (29 CFR § 1910.1200) requiring Safety Data Sheets (SDS) for all cleaning chemicals used on site. Subcontractor shall ensure all workers are trained in safe chemical handling, storage, and disposal procedures.
6.2 Cleanup Responsibility: ________________

ARTICLE 7: INDEMNIFICATION

7.1 Subcontractor shall indemnify, defend, and hold harmless General Contractor, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, errors, omissions, or willful misconduct of Subcontractor, its employees, agents, or subcontractors in the performance of the Subcontract Work.
7.2 General Contractor shall indemnify, defend, and hold harmless Subcontractor, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the negligent acts, errors, omissions, or willful misconduct of General Contractor, its employees, agents, or other subcontractors.
7.3 The indemnification obligations under this Article shall survive termination or expiration of this Agreement.

ARTICLE 8: CONFIDENTIALITY & TRADE SECRETS

8.1 Each party acknowledges that it may receive confidential or proprietary information of the other party or the Property Owner in connection with this Agreement, including but not limited to: client lists, pricing structures, access codes, security protocols, proprietary cleaning methods, and business operations. Each party agrees to hold such information in strict confidence and not to disclose it to any third party without prior written consent.
NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT: Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

ARTICLE 9: MECHANIC'S LIEN RIGHTS

9.1 Subcontractor's right to file a mechanic's lien shall be governed by the laws of the State of [state].
9.2 Subcontractor agrees to provide lien waivers (conditional or unconditional, as applicable) with each payment application.
9.3 Upon receipt of final payment, Subcontractor shall execute a final unconditional lien waiver releasing all lien rights against the Service Location.

ARTICLE 10: TERMINATION

10.1 Termination for Cause: General Contractor may terminate this Agreement if Subcontractor materially breaches any provision and fails to cure such breach within seven (7) days of written notice. Material breach includes but is not limited to: failure to maintain required insurance or bonding, failure to perform services to agreed-upon standards, or abandonment of work.
10.2 Termination for Convenience: General Contractor may terminate this Agreement for convenience upon fourteen (14) days' written notice. Subcontractor shall be compensated for work completed to the date of termination plus reasonable demobilization costs.
10.3 Upon termination, Subcontractor shall immediately return all keys, access codes, security credentials, and any client property in Subcontractor's possession.

ARTICLE 11: DISPUTE RESOLUTION

11.1 The parties shall attempt to resolve any disputes arising under this Agreement through good-faith negotiation.
11.2 If negotiation fails, the parties agree to submit the dispute to mediation before initiating any legal action.
11.3 This Agreement shall be governed by and construed in accordance with the laws of the State of [state].

ARTICLE 12: GENERAL PROVISIONS

12.1 Independent Contractor: Subcontractor is an independent contractor and not an employee, agent, joint venturer, or partner of General Contractor. Subcontractor retains the right to control the manner and means by which the Subcontract Work is performed.
12.2 Assignment: Subcontractor shall not assign this Agreement or subcontract any portion of the Subcontract Work without prior written consent of General Contractor.
12.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
12.4 Amendments: No modification of this Agreement shall be valid unless in writing and signed by both parties.
12.5 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force.
12.6 Notices: All notices shall be in writing and delivered to the addresses set forth above.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Cleaning Subcontractor Agreement as of the date first written above.

GENERAL CONTRACTOR:

Signature: ________________________
Date: ___________________________

[Company Name]
By: [Contact Person]
License #: [License #]

CLEANING SUBCONTRACTOR:

Signature: ________________________
Date: ___________________________

[Name]
Cleaning Specialty: [Specialty]

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