Business Services PSSA Clean

BUSINESS SERVICES AGREEMENT — PSSA CLEAN

Parties

Recitals

WHEREAS, Client engages Service Provider to perform professional cleaning and related business services for facilities operated under Client's Primary School Safety & Sanitation Agreement (PSSA Clean) on the terms set forth herein; and

WHEREAS, Service Provider represents that it has the personnel, training, equipment and insurance appropriate to perform the services described in this Agreement and will perform such services in a professional manner consistent with industry standards; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to such services effective as of the Effective Date set forth below.

Effective Date:

Scope of Work

Service Provider shall furnish all labor, materials, equipment and supervision necessary to provide cleaning, sanitization, waste removal and related services described below. Services shall include, at minimum, the tasks identified in the Scope of Work field and performed in accordance with the schedules and quality standards set forth in this Agreement.

Payment Terms

Client agrees to pay Service Provider compensation as follows. All amounts are in U.S. dollars unless otherwise indicated.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Termination Without Cause: Either party may terminate this Agreement without cause upon written notice to the other party given not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public business, technical or financial information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including but not limited to manuals, protocols, pricing, student or facility information, safety plans and product formulas.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for performance under this Agreement.

Exceptions: Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that was rightfully in the receiving party's possession prior to disclosure, or that is independently developed by the receiving party. Disclosure required by law or valid order of a court or administrative body shall not constitute a breach, provided the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful attempt to limit disclosure.

Duration: The obligations set forth in this Confidentiality section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they remain trade secrets under applicable law.

Insurance and Compliance

Service Provider shall maintain commercial general liability insurance, workers' compensation and any other insurance required by law or reasonably requested by Client. Service Provider shall comply with all applicable laws, regulations and Client facility rules concerning safety, background checks and required clearances.

Indemnification; Limitation of Liability

Indemnification: Each party shall indemnify and hold harmless the other party from and against claims, damages and liabilities arising from its own negligence or willful misconduct in connection with performance under this Agreement, subject to applicable law.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party shall be liable for any special, indirect, incidental or consequential damages, and total aggregate liability shall not exceed the fees paid to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved within thirty (30) days, the parties may proceed to mediation or seek any remedy available at law or equity.

Miscellaneous

Relationship of the Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create an employment, joint venture, partnership or agency relationship.

Assignment: Neither party may assign this Agreement or any of its rights or obligations without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Entire Agreement

This Agreement, including any attachments and written statements of work executed by the parties, constitutes the entire agreement between Client and Service Provider with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgment

Each party represents and warrants that it has the authority to enter into this Agreement and that the individual signing below is duly authorized to bind the party to the terms of this Agreement.

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