Cleaning Subcontractor Agreement

Agreement Terms

This Cleaning Subcontractor Agreement (“Agreement”) is entered into by Las Vegas Pro Cleaners LLC, a Nevada limited liability company (“Company”), and the legal business identified above (“Subcontractor”). Each is a “Party” and together they are the “Parties.” This Agreement governs only jobs separately offered and accepted in writing.

1. Purpose and no guaranteed work. Company may offer individual cleaning projects to Subcontractor. Subcontractor may accept or decline each offered project without penalty. This Agreement does not guarantee any minimum number of projects, hours, revenue, territory, or exclusivity. No project is binding until both Parties approve a written Work Order.

2. Independent business relationship. Subcontractor is an independently established cleaning business and performs services as an independent contractor, not as Company’s employee, partner, joint venturer, agent, franchisee, or legal representative. Subcontractor has no authority to bind Company, change a customer contract, collect money in Company’s name, offer refunds, or make warranties for Company unless Company gives prior written authorization.

3. Control of work. Company may define the customer-facing result, property-specific scope, safety requirements, completion deadline, access window, and objective quality standard. Subject to those requirements and applicable law, Subcontractor controls the manner, means, sequence, staffing, supervision, and methods used to perform the work. Company does not control individual work hours except for an agreed arrival window, access restriction, or completion deadline required by the customer.

4. Nonexclusivity. Subcontractor may advertise, contract with, and provide services to other customers and businesses, including competitors, provided it does not misuse Company Confidential Information or directly solicit Company Protected Customers contrary to Section 21 and Exhibit D. Company may use other subcontractors or its own personnel.

5. Personnel and supervision. Subcontractor may use its owners, employees, or properly classified subcontractors, subject to reasonable customer security restrictions stated in the Work Order. Subcontractor alone selects, directs, pays, disciplines, and supervises its personnel and is responsible for payroll, withholding, employment eligibility, wage-and-hour compliance, unemployment insurance, workers’ compensation, and all other obligations concerning them. Subcontractor will give Company the name of any substitute before property access.

6. Licenses and legal compliance. Throughout the term, Subcontractor will maintain every Nevada state and applicable city or county business license required for the work and comply with applicable federal, Nevada, and local laws. Subcontractor will promptly report any suspension, lapse, investigation, material citation, or change affecting its authority to operate.

7. Taxes and records. Subcontractor is responsible for all taxes arising from payments under this Agreement, will provide an accurate Form W-9 before payment, and will promptly update it after a change. Company may report qualifying nonemployee compensation on Form 1099-NEC or a successor form as required. No tax withholding or employee benefits will be provided.

8. Insurance. Before the first project and at renewal, Subcontractor will provide evidence of: (a) commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate, or other written limits; (b) commercial automobile coverage when a vehicle is used for services; and (c) workers’ compensation as required by law or valid exemption documentation. Subcontractor will confirm that subcontracted cleaning work is covered and, if commercially available, name Las Vegas Pro Cleaners LLC as an additional insured for operations performed on Company’s behalf.

9. Equipment and supplies. Unless a Work Order states otherwise, Subcontractor supplies, maintains, and pays for its ordinary tools, equipment, PPE, transportation, and normal cleaning products. Products must be used according to manufacturer instructions; chemicals may not be mixed or used on incompatible surfaces.

10. Work Orders and changes. Each accepted project requires a separate written Work Order identifying the address, scope, exclusions, timing, fixed payout, add-ons, access method, and special conditions. Text or email acceptance is effective only if it clearly identifies the Work Order. Material scope changes, extra work, or price changes require written approval before work begins, except immediate action reasonably necessary to protect people or property.

11. Customer communications. Subcontractor will communicate professionally and refer pricing, refunds, scope disputes, schedule changes, and contract questions to Company. Subcontractor will not represent that it owns Company or is Company’s employee, but may accurately state that it is an independent service provider completing the assigned scope for Company.

12. Property access and security. Keys, codes, alarm information, lockbox details, photos, and customer information may be used only for the accepted project. Subcontractor will not copy, retain, share, or reuse access information; will secure the property; and will follow written lockup instructions. Lost keys, compromised codes, suspected theft, unauthorized entry, and security incidents must be reported immediately.

13. Photos and documentation. Subcontractor will take reasonable before-and-after photos, including pre-existing damage or unusually heavy conditions, while avoiding unnecessary private information. Photos may be used only for documentation, quality review, insurance, or dispute resolution unless the customer separately authorizes marketing use.

14. Quality and inspection. Subcontractor will complete the accepted scope professionally and in a workmanlike manner consistent with Exhibit B. Company may inspect the result or obtain customer confirmation. Inspection evaluates the contracted result and does not give Company control over Subcontractor’s manner or means of work.

15. Compensation. Subcontractor will be paid the fixed payout and approved add-ons in the Work Order. Unless stated otherwise, payment is due within seven business days after Company receives a complete invoice, required photos, and confirmation that the scope is complete. Subcontractor is not entitled to Company’s customer price, deposit, gratuity, markup, or profit information.

16. No unauthorized deductions. Company will not reduce an undisputed fixed payout merely because Company underquoted or collected less from the customer. Any chargeback, offset, or deduction for damage, missing work, or breach must be reasonably documented and handled under Exhibit C. Nothing authorizes a deduction prohibited by law.

17. Cancellations and access failures. The Work Order controls cancellation or trip fees. If silent: no fee is due if Company cancels before travel; if Company or customer prevents access after timely arrival, Company will pay the default trip fee entered below; and no fee is due if Subcontractor is late beyond the agreed window without timely notice, fails to appear, or arrives without required personnel or ordinary equipment.

18. Damage and incident reporting. Subcontractor is responsible for loss or damage caused by its negligence, misconduct, chemical misuse, unauthorized action, or breach, including acts of its personnel. Pre-existing conditions and ordinary wear are excluded. Subcontractor must stop work when appropriate, protect the area, photograph the condition, and notify Company immediately and no later than two hours after discovery.

19. Callbacks and complaints. Exhibit C governs callbacks. Subcontractor will receive notice and a reasonable opportunity to inspect or correct substantiated incomplete work when practical. Subcontractor is not responsible for matters outside scope, caused after completion, resulting from a pre-existing condition, or first reported after the callback period without reliable evidence.

20. Indemnification. To the fullest extent permitted by law, each Party will defend, indemnify, and hold harmless the other and its owners, officers, and agents from third-party claims, damages, penalties, and reasonable legal expenses to the extent caused by the indemnifying Party’s negligence, willful misconduct, violation of law, or material breach. Subcontractor’s obligation includes its personnel. Neither Party indemnifies the other for the other Party’s sole negligence or willful misconduct.

21. Confidentiality and customer protection. Exhibit D is incorporated into this Agreement and applies upon electronic signature below.

22. Term and termination. This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate without cause on seven calendar days’ written notice, or immediately for material breach, unsafe conduct, fraud, theft, loss of required license or insurance, misuse of customer information, or repeated substantiated quality failures. Termination does not cancel an accepted Work Order unless agreed or completion is unsafe, unlawful, or materially impracticable.

23. Records and audit. Subcontractor will retain Work Orders, invoices, payments, licenses, insurance records, and personnel-related compliance records for at least four years or longer if required by law. Upon reasonable request, Subcontractor will provide current business, insurance, and tax-form documentation; Company may not inspect unrelated customers or confidential payroll details beyond what is reasonably necessary for compliance.

24. Disputes and good-faith conference. Before filing suit, authorized representatives will confer in good faith within ten business days after written notice. Either Party may seek emergency injunctive relief without first conferring when needed to protect property, access credentials, confidential information, or customer privacy.

25. Nevada law and venue. Nevada law governs. Unless the Parties separately sign an enforceable arbitration addendum, exclusive litigation venue is the state or federal courts serving Clark County, Nevada. Attorney’s fees and costs may be recovered only when authorized by statute or court order; otherwise each Party bears its own.

26. Notices. Formal notices must be sent by email plus personal delivery, nationally recognized overnight delivery, or certified U.S. mail. Notice is effective when received. Each Party’s notice information appears below and may be updated in writing.

27. General terms. This Agreement, exhibits, and signed Work Orders are the entire agreement and replace prior discussions. A Work Order controls only project-specific scope, timing, and price; this Agreement controls otherwise unless the Work Order expressly identifies the changed clause. Amendments and waivers must be signed in writing. Neither Party may assign without consent except to a successor acquiring substantially all its business. Unenforceable terms will be narrowed to the minimum necessary and the remainder continues. Electronic signatures and counterparts are effective.