Janitorial Service MSA

JANITORIAL SERVICE MASTER SERVICES AGREEMENT

Parties

Recitals

WHEREAS, Service Provider is engaged in the business of providing janitorial, custodial, building maintenance and related cleaning services and possesses the skill, experience, personnel and equipment necessary to perform such services; and

WHEREAS, Client desires to retain Service Provider to provide janitorial and related services at the locations and on the schedule set forth in this Agreement, and Service Provider desires to perform such services under the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows effective as of Effective Date:

Scope of Services

Service Provider shall provide janitorial and related services as described below at the locations identified by Client. Services shall include, but are not limited to, routine cleaning, waste removal, floor care, restroom sanitation, replenishment of consumables, and periodic deep cleanings as specified in the schedule attached or set forth below. Service Provider shall furnish all labor, supervision, equipment, materials (unless otherwise specified), and management required to perform the services in a professional manner consistent with industry standards.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Services. All fees are exclusive of applicable sales, use, consumption or other taxes, which shall be paid by Client.

Service Provider shall submit invoices in accordance with the Billing Frequency. Unless Client timely disputes an invoice in good faith with written notice specifying the basis for dispute within ten (10) days of receipt, Client shall be deemed to have accepted the invoice and shall pay undisputed amounts in accordance with the Payment Terms.

Term and Termination

This Agreement shall commence on Commencement Date: and shall continue until Termination Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice of Termination for Convenience to the other party at least days prior to the effective termination date. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Upon termination, Service Provider shall promptly return Client property, deliver final invoices for services performed through the effective date of termination, and cooperate with Client in an orderly transition of services as reasonably requested by Client. Payment for all undisputed services performed through the effective date of termination shall be due in accordance with the Payment Terms.

Confidentiality

"Confidential Information" means information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is marked confidential or that, by its nature, should reasonably be understood to be confidential. Confidential Information includes pricing, fee structures, client lists, cleaning schedules, security procedures, facility floor plans, key or access codes, and other business information.

The Receiving Party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information but not less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (iii) is obtained by the Receiving Party from a third party without breach of an obligation of confidentiality; or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

The obligations in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they constitute trade secrets under applicable law.

Insurance and Indemnification

Service Provider shall maintain and provide proof of commercial general liability insurance, workers' compensation, and automobile liability insurance with limits adequate for the Services and as reasonably requested by Client. Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, losses or liabilities to the extent arising out of Service Provider's negligent acts, omissions or willful misconduct in performing the Services, provided that Service Provider shall not be liable to the extent such claims arise from Client's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree that jurisdiction and venue for any dispute arising under this Agreement shall be exclusively in the state and federal courts located in that state.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written understandings, agreements, proposals and communications. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and executed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates an employment, partnership or joint venture relationship.

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