The Company provides professional cleaning and restoration services to residential and commercial clients (“Company Clients”) on a temporary and/or contractual basis. The Contractor desires to provide services to the Company’s Clients, and the Company desires to engage the Contractor to provide services to the Company’s Clients as agreed upon from time to time. Therefore, the parties agree as follows:
SECTION 1: SCOPE OF SERVICES
When the Company has a Company Client that requires services the Contractor can perform, the Company will send notice by text message or email to the Contractor (each a “Task Schedule” and referred to as “Schedule A”) providing details of the specific assignment (each such description, from time to time, the “Services,” which may include “Deliverables”). If the terms of the Services are acceptable, the Company and Contractor will execute an Assignment Schedule, which shall become part of this Agreement and be subject to its terms and conditions.
In the event of a conflict between this Agreement and a Task Schedule, the Assignment Schedule shall govern. One or more Assignment Schedules may be in effect at the same time.
The Contractor shall be solely responsible for performing the Services in the manner the Contractor deems appropriate to achieve the results desired by the Company. The Contractor shall have exclusive authority to determine and direct the manner, means, or methods of performance. The Contractor shall perform the Services at the time and place agreed upon with the Company Client and shall perform all Services in a professional and diligent manner.
SECTION 2: TERM OF AGREEMENT
This Agreement shall commence on the date set forth above and shall continue until terminated. Completion of Services under any specific Task Schedule shall not terminate this Agreement.
Unless otherwise provided herein, either party may terminate this Agreement at any time, with or without cause. If a Task Schedule is in effect at the time of termination, the Contractor must provide written notice of termination and/or early completion of a Task Schedule at least seven (7) days prior to the proposed last workday/completion date. Exceptions may be made only for health, medical, or other serious issues and only with approval from the Company’s CEO or COO or their designee.
The Company may terminate this Agreement, or any Assignment Schedule, immediately if the Contractor is unable to perform the required Services or if a Company Client determines, for any reason, that the Contractor should cease providing Services. If the Company Client determines that the Contractor should stop providing Services for the remainder of an agreed schedule, the Client may terminate the assignment with seven (7) days’ notice if termination is NOT due to performance issues.
If the Contractor fails to provide the required notice of termination, damages to the Company would be difficult or impossible to determine. Therefore, the Contractor shall pay the Company $250 as liquidated damages, not as a penalty, which shall be deducted from any final payment due.
SECTION 3: PAYMENT
In consideration for the Services, the Company shall pay the Contractor the rate or amount specified in the applicable Task Schedule. The Company shall also reimburse the Contractor for all reasonable out-of-pocket expenses incurred in performing the Services, including but not limited to parking and reasonable and necessary cleaning supplies or equipment, within 24 hours.
The Company shall pay approved amounts by the Sunday following the week the Company receives the invoice, unless the Company has not received the invoice or required documentation in a timely manner, in which case payment shall be delayed until the next reimbursement period.
SECTION 4: WORK PRODUCT RIGHTS
“Work Product” means all data, documentation, and information, in any form, first produced or created by or for the Contractor as a result of performing Services under this Agreement.
“Pre-Existing Rights” means all data, documentation, and information not first created under this Agreement but included in or necessary for use with the Work Product.
The Contractor hereby assigns to the Company or Company Client all right, title, and interest in the Work Product, including all patents, copyrights, and trade secrets, and grants a worldwide, royalty-free, fully paid, non-exclusive license to use, sublicense, and exploit all Pre-Existing Rights. Any copyrightable Work Product shall be deemed a “work made for hire” under U.S. copyright law.
The Contractor shall cooperate in executing documents necessary to perfect these rights. No additional compensation shall be due, except reimbursement of reasonable out-of-pocket expenses requested by the Company.
SECTION 5: CONTRACTOR REQUIREMENTS AND REPRESENTATIONS
(a) The Contractor represents that all information provided regarding education, experience, licenses, qualifications, certifications, vaccinations, and background is accurate and complete.
(b) The Contractor is an independent contractor and is responsible for all applicable taxes, insurance, benefits, workers’ compensation, unemployment insurance, healthcare, and paid time off. The Contractor is not entitled to overtime under the Fair Labor Standards Act (FLSA).
(c) The Contractor shall act professionally and wear Company-branded attire when providing Services. The Contractor represents that the Work Product is original, does not infringe third-party rights, and that the Contractor has authority to enter into this Agreement and grant all rights described herein.
SECTION 6: CONFIDENTIALITY
The Contractor agrees not to use or disclose Company Confidential Information during or after this Agreement, except as required by law. Confidential Information includes client identities, Company information, and the terms of this Agreement.
Upon termination, the Contractor shall return or destroy all Confidential Information and certify such destruction in writing.
SECTION 7: CLIENT PROTECTION
During any Task Schedule and for one (1) year thereafter, the Contractor shall not provide services directly to any Company Client to whom the Contractor was assigned.
SECTION 8: NON-SOLICITATION OF EMPLOYEES OR CLIENTS
During the Agreement and for one (1) year after termination, the Contractor shall not solicit Company employees, contractors, or Clients to whom the Contractor was assigned within the prior twelve (12) months.
SECTION 9: REMEDIES
The Contractor acknowledges that breach of Sections 4, 6, 7, or 8 would cause irreparable harm, entitling the Company to injunctive relief and recovery of attorney’s fees and costs.
SECTION 10: ARBITRATION
All disputes arising out of this Agreement shall be resolved exclusively through binding arbitration under the Federal Arbitration Act and JAMS rules, except claims under Sections 4–8, which the Company may bring in court. Class or collective arbitration is prohibited. Arbitration shall occur within 25 miles of the Contractor’s last assignment unless otherwise agreed.
SECTION 11: GENERAL PROVISIONS
This Agreement shall be governed by Florida law. The parties are independent contractors. This Agreement constitutes the entire agreement and may only be modified in writing. Electronic signatures are valid. Sections 6–10 survive termination.
Any actions under Sections 4, 6, 7, 8, and 9 shall be brought exclusively in state or federal courts located in Miami-Dade County, Florida.
IN WITNESS WHEREOF
the parties have executed this Agreement as of the date written above.