SERVICE AGREEMENT

August 29, 2023

SERVICE AGREEMENT
BETWEEN

FACILITY MAINTENANCE CONCIERGE (COMPANY)

AND

__________________ (SUB-CONTRACTOR)


THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective
Date”) entered into by the Company of
_____________________________________________________address, and the Sub-contractor of
__________________________________________________________address.
Company and Sub-contractor collectively referred to as the “Parties” or individually as the “Party”) and
includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:

  1. COMMENCEMENT AND DURATION
    This agreement shall be valid from the Effective Date for a period of one (1) year. This term may be
    renewed subject to the parties’ agreement.
  2. SERVICES
    The Sub-contractor shall provide janitorial services to the Company. The Sub-contractor shall use
    reasonable good faith efforts in providing the services, perform the services to their best of their abilities
    and per industry standards.
  3. CONTRACT SUM
    The Company shall pay the Sub-contractor $_____________ for the services rendered on the 10 th
    day of each month via check or wire. For on time jobs, the payment will be made upon completion.
  4. EXPENSES
     The Sub-contractor shall be responsible for paying a membership fee of $ 89.99 USD per month
    to the Company.
     The Company shall not reimburse to Sub-contractor for any out-of-pocket expenses that are not
    supported by the invoice and receipt. The expenses that are covered by the invoice and receipt
    and are related to the service provided within this agreement shall be reimbursed to the Sub-
    contractor within ___________days after receipt of the request. If any type of expense has
    occurred by the fault of the Sub-contractor, the Sub-contractor agrees to reimburse all the
    expenses within __________days upon the Company’s request.
  5. RELATIONSHIP OF THE PARTIES
    The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto
    are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or
    the transactions contemplated thereby. The Company is not required to pay or make any contributions to
    any social security, local, state, or federal tax, unemployment compensation, workers compensation,
    insurance premium, profit-sharing, pension, or any other employee benefit for the Sub-contractor during
    the term. The Sub-contractor is responsible for paying and complying with reporting requirements for all
    local, state, and federal taxes related to payments made to the Sub-contractor under this agreement; upon
    demand, Sub-contractor shall provide Company with proof that such payments have been made. The Sub-
    contractor hereby agrees that it will not represent to any third party that its engagement by the Company
    is in any capacity other than as an independent contractor.
  6. INSURANCE AND LICENSES
    The Sub-contractor shall provide insurance coverage and maintain it during the entire term of this
    Agreement as per industry standards and the Company’s terms. Before commencing any Services, the

Sub-contractor shall provide the Company with proof of this insurance and with proof that the Company
has been made an additional insured under the subject policies. The Sub-contractor shall also be
responsible for obtaining, and maintaining all necessary licenses, and approvals needed to perform their
services.

  1. LIMITATION OF LIABILITY
    THE COMPANY SHALL NOT BE LIABLE TO THE SUB-CONTRACTOR OR ANY THIRD PARTY
    UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY
    CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING
    WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR
    BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF TORT,
    CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY
    DUTY, CONTRIBUTION, CLASS ACTION, MASS TORT, INDEMNITY OR ANY OTHER LEGAL
    THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
    DAMAGES.
  2. WAIVER OF LIABILITY
    The Sub-contractor waives and release any rights they, their heirs, distributees, guardians, legal
    representatives and assigns may have or acquire to make a claim against the Company or any of its
    members, directors, officers, agents, employees and affiliated organizations (herein referred to as “the
    Releasees”) for damages caused by injury to them or damage to their property arising from the services
    herein, whether or not the injury or damage results from the negligence or other action.
  3. NON-SOLICITATION
    For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose,
    and 2 years after the termination of this Agreement, the Sub-contractor shall not interfere with the
    Company’s relationship with, or endeavor to entice away from the Company, the Company’s Customers,
    any officer, director or employee or any person who had a material business relationship with the
    Company in the duration of this Agreement.
  4. TERMINATION
     Fulfillment of the parties’ obligations herein shall constitute termination of this agreement.
     Either party may terminate this agreement upon service of a 30 days written notice. If a Party
    wishes to terminate the contract with less than these stated days, the other Party reserves the right
    to charge costs that they have already paid in advance or incurred. The Company may terminate
    this agreement due to but not limited to non-performance, breach of this agreement, illegality, and
    non-adherence to safety and general liability principles.
     This agreement may also be terminated at any time by the mutual written agreement of the
    parties.
     The termination of this agreement shall not discharge the liabilities accumulated by either Party.
     Any Clauses intended by the Parties or this agreement to survive the termination of this
    agreement shall survive the termination of this agreement by whatever cause.
  5. CONFIDENTIALITY
    Sub-contractor acknowledges that it will be necessary for Company to disclose certain confidential and
    proprietary information to Sub-contractor for Sub-contractor to perform duties under this Agreement. All
    non-public, confidential or proprietary information of the Company, disclosed by the Company to the
    Sub-contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or
    media, and whether or not marked, designated or otherwise identified as “confidential” in connection with
    this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed
    or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Sub-
    contractor shall promptly return all documents and other confidential materials received from the
    Company. This Section does not apply to information that is: (a) in the public domain; (b) known to the
    Sub-contractor at the time of disclosure, or (c) rightfully obtained by the Sub-contractor on a non-

confidential basis from a third party. Sub-contractor acknowledges that any breach or threatened breach
of this Section will result in irreparable harm to Company for which damages would be an inadequate
remedy. Therefore, Company shall be entitled to equitable relief, including an injunction, in the event of
such breach or threatened breach. Such equitable relief shall be in addition to Company’s rights and
remedies otherwise available at law.

  1. ASSIGNMENT AND DELEGATION
    Either Sub-contractor or Company may assign rights and may delegate duties under this Agreement. Sub-
    contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement
    without Company’s prior written approval.
  2. DISPUTE RESOLUTION
    Parties agree to settle disputes under this Agreement through Mediation under the American Arbitration
    Association (AAA).
  3. FORCE MAJEURE
    For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably
    avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to,
    war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other
    industrial action, terrorist acts, confiscation or any other action by government agencies. A Party’s failure
    to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement,
    provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures,
    and minimal delay all to carry out the terms of this Agreement.
  4. DRAFTING RESPONSIBILITY
    Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of
    this Contract as a whole or any portion hereof based on drafting responsibility.
  5. CHANGES TO THE AGREEMENT
    Either Party may request changes to the agreement, but they will only be effective if agreed in writing,
    and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this
    agreement, the Parties shall issue any necessary clarification or instruction.
  6. NO WAIVER
    A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a
    further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit
    provided in this Agreement.
  7. SEVERABILITY
    The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it
    shall not affect the validity or enforceability of any other provision.
  8. COUNTERPARTS
    This agreement may be executed in any number of counterparts, each of which shall be deemed to be an
    original and all of which taken together shall constitute one instrument.
  9. ENTIRE AGREEMENT
    This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written
    agreements or understandings between the Parties concerning the subject matter of this agreement. All
    documents annexed to this agreement shall be subject to the terms under this agreement, provided that the
    Parties append their signatures on the documents. The Parties will exercise utmost good faith in this
    agreement.
  10. HEADINGS

The article and section headings in this agreement are for convenience; they form in no part of this
agreement and shall not affect its interpretation.

  1. PRONOUNS
    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
    singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of
    the masculine gender shall mean and include corresponding neuter words or words of the feminine
    gender, and words in the singular shall mean and include the plural and vice versa.
  2. NOTICES
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be
    in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the above-mentioned addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt. Any
    notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient,
    and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
    by the recipient.
  3. GOVERNING LAW
    This Agreement shall be governed in all respects by the laws of Texas, and its Courts without regard to its
    conflict of law provisions.
    IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set
    forth below.
    Signed by the duly authorized representative of
    the COMPANY

Signature: ………………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

Signed by the duly authorized representative of
the SUB-CONTRACTOR

Signature: ……………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

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