Janitorial Service Agreement

Janitorial Service Agreement with Church

The following Agreement is between the , a nonprofit

Church Corporation organized and existing under the laws of , with

its principal office located at , referred to herein as

Church, and a corporation organized and existing under the laws

of the state of , with its principal office located at

, referred to herein as .

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows:

1. Services. Church accepts proposal of Janitorial Service dated , a copy of which is attached hereto as Exhibit A (the Proposal) to provide cleaning services at the Church’s facilities as described in the Proposal. Janitorial Service agrees to perform the services described in the Proposal as modified by the terms and conditions contained in this Agreement.

2. Access Requirements. Janitorial Service shall assign to Church only employees that have completed, to Church’s satisfaction, the Church’s standard safety training program. Church has the right to refuse access to its facilities to the employees of who have not completed such training and shall not be obligated in any manner to Janitorial Service by such refusal.

3. Cost. Church shall pay Janitorial Service for actual time which employees of Janitorial Service work at Church at the rate of $ per hour, pro-rated for any partial hour worked, not to exceed hours per week.

4. Payment Schedule. Janitorial Service shall bill Church every four (4) weeks from the Effective Date for actual time worked at Church during the previous four (4) week period. Church shall not be obligated to pay any payment due at a time when Janitorial Service is in breach of this Agreement until the breach is remedied to the satisfaction of Church.

5. Renewal. This Agreement shall automatically renew under the terms specified herein for a one (1) year period on the expiration of the current term unless either party notifies the other in writing at least thirty (30) days prior to the expiration of the current term that this Agreement shall not be renewed.

6. Cancellation for Convenience. Either party may terminate this Agreement by sending written notice to the other party thirty (30) days prior to the date on which the Agreement shall terminate.

7. Compliance with Laws. All services rendered by Janitorial Service and its employees pursuant to this Agreement shall conform with and be in full compliance with all applicable laws, rules, ordinances and regulations adopted or required by any federal, state, or local government. Janitorial Service shall be entirely and solely responsible for the payment of employee and employer payroll taxes, contributions, and/or assessments, whether pertaining to federal, state, or local requirements, workers’ compensation insurance, or other insurance for Janitorial Service and all of its employees providing the services specified in this Agreement.

8. Insurance. Janitorial Service agrees to maintain insurance in commercially reasonable amounts calculated to protect Church and Janitor from any and all claims of any kind or nature for worker's compensation, as required by the state where this Agreement is performed, and for damage to property or personal injury, including death, arising from acts or omissions of Janitorial Service in performing its duties under this Agreement, whether the acts or omissions are those of Janitorial Service, its employees, or agents, or anyone directly or indirectly engaged or employed by Janitorial Service or its agents.

9. Independent Contractor Status. The parties intend this Agreement to create an independent contractor relationship. Neither Janitorial Service nor its employees or agents are to be considered agents or employees of Church for any purpose, including that of federal and state taxation, federal, state, and local employment laws, or employee benefits. Janitorial Service, not Church, shall furnish all labor, tools, equipment, vehicles, licenses, and registrations necessary to perform the services.

10. Indemnification. Janitorial Service shall indemnify, defend and hold Church, its officers and employees harmless from and against any and all claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees to the extent permitted by law, accounting fees and investigation costs) alleged or incurred by third parties arising out of or relating to any operations, acts or omissions of Janitorial Service or any of its employees or agents in the exercise of rights of Janitorial Service, the performance or observance of the obligations of Janitorial Service under this Agreement.

11. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

12. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

14. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

15. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

16. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

18. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

19. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

20. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

WITNESS our signatures as of the day and date first above stated.