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I. The Parties. This Professional Service Contract (“Agreement”) made
___________________, 20____ (“Effective Date”), is by and between:
Professional: ___________________, with a mailing address of
___________________, City of ___________________, State of
___________________ (“Professional”),
Client: ___________________, with a mailing address of ___________________, City
of ___________________, State of ___________________ (“Client”),
Professional and Client are each referred to herein as a “Party” and, collectively, as the
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
agreements contained herein, the Client hires the Professional to work under the terms
and conditions hereby agreed upon by the Parties:
II. Term. The term of this Agreement shall commence on ___________________,
20____ and terminate: (check one)
- At-Will: Written notice of at least ____ days’ notice.
- End Date: On ___________________, 20____.
- Other: _______________________________________________________.
III. The Service. The Professional agrees to provide the following:
Hereinafter known as the “Service”.
Professional shall provide, while providing the Service, that he/she/they shall comply
with the policies, standards, and regulations of the Client, including local, State, and
Federal laws and to the best of their abilities.
IV. Payment Amount. The Client agrees to pay the Professional the following
compensation for the Service performed under this Agreement: (check one)
- $____ / Hour
- $____ / Flat Rate
- Other: _______________________________________________________.
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Hereinafter known as the “Payment Amount”.
V. Payment Method. The Client shall pay the Payment Amount: (check one)
- After Each Service Request
- Daily
- Weekly
- Bi-Weekly
- Monthly
- Other: _______________________________________________________.
Hereinafter known as the “Payment Method”. The Payment Amount and Payment
Method collectively shall be referred to as “Compensation”.
VI. Retainer. The Client is: (check one)
- To pay a retainer in the amount of $__________ to the Professional as an
advance on future Services to be provided ("Retainer"). (check one)
- Retainer is Refundable.
- Retainer is Non-Refundable.
- Not required to pay a retainer before the Professional is able to commence
VII. Inspection of Services. Any Compensation shall be subject to the Client inspecting
the completed Services of the Professional. If any of the Services performed by the
Professional pursuant to this Agreement are defective or incomplete, the Client shall
have the right to notify the Professional, at which time the Professional shall promptly
correct such work within a reasonable time.
VIII. Return of Property. Upon the termination of this Agreement, all property provided
by the Client, including, but not limited to, cleaning supplies, uniforms, equipment, and
any other items must be returned by the Professional. Failure to do so may result in a
delay in any final payment made by the Client.
IX. Time is of the Essence. Professional acknowledges that time is of the essence in
regard to the performance of all Services.
X. Confidentiality. Professional acknowledges and agrees that all financial and
accounting records, lists of property owned by Client, including amounts paid, therefore,
client and customer lists, and any other data and information related to the Client’s
business is confidential (“Confidential Information”). Therefore, except for disclosures
required to be made to advance the business of the Client and information which is a
matter of public record, Professional shall not, during the term of this Agreement or after
its termination, disclose any Confidential Information for the benefit of the Professional
or any other person, except with the prior written consent of the Client.
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a.) Return of Documents. Professional acknowledges and agrees that all originals
and copies of records, reports, documents, lists, plans, memoranda, notes, and
other documentation related to the business of the Client containing Confidential
Information shall be the sole and exclusive property of the Client and shall be
returned to the Client upon termination of this Agreement or upon written request
of the Client.
b.) Injunction. Client agrees that it would be difficult to measure damage to the
Client's business from any breach by the Professional under this Section;
therefore, any monetary damages would be an inadequate remedy for such
breach. Accordingly, the Professional agrees that if he/she/they should breach
this Section, the Client shall be entitled to, in addition to all other remedies it may
have at law or equity, to an injunction or other appropriate orders to restrain any
such breach, without showing or proving actual damages sustained by the Client
c.) No Release. Professional agrees that the termination of this Agreement shall not
release him/her/they from the obligations in this Section.
XI. Taxes. Professional shall pay and be solely responsible for all withholdings,
including, but not limited to, Social Security, State unemployment, State and Federal
income taxes, and any other obligations. In addition, Professional shall pay all
applicable sales or use taxes on the labor provided and materials furnished or otherwise
required by law in connection with the Services performed.
XII. Independent Contractor Status. Professional acknowledges that he/she/they are
an independent contractor and not an agent, partner, joint venture, nor an employee of
the Client. Professional shall have no authority to bind or otherwise obligate the Client in
any manner, nor shall the Professional represent to anyone that it has a right to do so.
Professional further agrees that in the event the Client suffers any loss or damage as a
result of a violation of this provision, the Professional shall indemnify and hold harmless
the Client from any such loss or damage.
XIII. Safety. Professional shall, at his/her/their own expense, be solely responsible for
protecting its employees, sub-Professionals, material suppliers, and all other persons
from risk of death, injury or bodily harm arising from or in any way related to the
Services or the site where it is being performed (“Work Site”). In addition, Professional
agrees to act in accordance with the rules and regulations administered by federal law
and OSHA. Professional shall be solely responsible and liable for any penalties, fines,
or fees incurred.
XIV. Alcohol and Drugs. Professional agrees that the presence of alcohol and drugs
are prohibited on the Work Site and while performing their Services. If the Professional
or any of their agents, employees, or subcontractors are determined to be present or
with alcohol or drugs in their possession, this Agreement shall terminate immediately.
XV. Successors and Assigns. The provisions of this Agreement shall be binding upon
and inured to the benefit of heirs, personal representatives, successors, and assigns of
the Parties. Any provision hereof which imposes upon the Professional or Client an
obligation after termination or expiration of this Agreement shall survive termination or
expiration hereof and be binding upon the Professional or Client.
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XVI. Default. In the event of default under this Agreement, the defaulted Party shall
reimburse the non-defaulting Party or Parties for all costs and expenses reasonably
incurred by the non-defaulting Party or Parties in connection with the default, including,
without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to
enforce this Agreement or with respect to this Agreement, the prevailing Party or Parties
shall be reimbursed by the other Party for all costs and expenses incurred in connection
with the suit or action, including, without limitation, reasonable attorney’s fees at the trial
level and on appeal.
XVII. No Waiver. No waiver of any provision of this Agreement shall be deemed or shall
constitute a continuing waiver, and no waiver shall be binding unless executed in writing
by the Party making the waiver.
XVIII. Governing Law. This Agreement shall be governed by and shall be construed in
accordance with the laws in the State of ___________________.
XIX. Severability. If any term, covenant, condition, or provision of this Agreement is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
XX. Additional Terms & Conditions. _______________________________________
XXI. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties to its subject matter and supersedes all prior contemporaneous agreements,
representations, and understandings of the Parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing by all Parties.
IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused
this Agreement to be executed in their names by their duly authorized officers.
Client’s Signature _______________________ Date ____________
Print Name _______________________
Professional’s Signature _______________________ Date ____________
Print Name _______________________
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