Independent Contractor Agreement
This Independent Contractor Agreement ("Agreement") is entered into as of [Start Date] ("Effective Date") by and between:
The Cleaning Lab LLC, a limited liability company organized and existing under the laws of the State of Nevada, with its principal place of business at 4705 S Durango 100-A1, Las Vegas, NV 89147, operating under the trading name The Cleaning Lab (hereinafter referred to as "Company"); and
[Worker Full Name], an independent contractor with a principal address at [Worker Address] (hereinafter referred to as "Contractor").
The Company and the Contractor are each referred to herein individually as a "Party" and collectively as the "Parties."
Recitals
WHEREAS, the Company is engaged in the business of providing residential and commercial cleaning services to clients located primarily within the greater Las Vegas metropolitan area and surrounding communities;
WHEREAS, the Contractor represents that they are an independent, self-employed service provider with the skills, experience, and capacity to perform residential cleaning services of the kind required by the Company;
WHEREAS, the Company desires to engage the Contractor to perform certain cleaning services for and on behalf of the Company's clients, and the Contractor desires to accept such engagement, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Definitions
1.1 "Agreement" means this Independent Contractor Agreement, including any schedules, exhibits, or addenda attached hereto or incorporated herein by reference, as may be amended from time to time in writing by the Parties.
1.2 "Client" means any individual, household, property owner, tenant, or entity to whom the Company has agreed to provide, or has provided, residential cleaning services, and whose contact information, address, access arrangements, or service history is known to the Contractor as a result of this engagement.
1.3 "Confidential Information" means any and all non-public information relating to the Company's business operations, pricing structures, client lists, client contact details, client home addresses, alarm codes, key-safe codes, gate access codes, entry and exit procedures, scheduling data, internal processes, service pricing, software systems, employee and contractor information, and any other information that a reasonable person would consider sensitive or proprietary, whether disclosed orally, in writing, electronically, or by any other means.
1.4 "Services" means the residential and/or commercial cleaning and related tasks assigned to the Contractor by the Company from time to time, as more particularly described in Section 3 of this Agreement.
1.5 "Client Rating" means the numerical star rating submitted by a client following the completion of a service engagement, typically collected through the Company's booking platform, customer feedback system, or any third-party review mechanism utilized by the Company.
1.6 "Average Rating" means the mean Client Rating calculated across the Contractor's ten (10) most recently completed and rated service assignments.
1.7 "Competing Business" means any individual, sole proprietor, partnership, limited liability company, corporation, or other entity that provides residential or commercial cleaning services, maid services, housekeeping services, or substantially similar services to consumers.
1.8 "Restricted Period" means the twelve (12) month period immediately following the termination or expiration of this Agreement, for any reason.
1.9 "Substitute" means a qualified individual engaged by the Contractor to perform the Services on the Contractor's behalf, in accordance with the terms of Section 5 of this Agreement.
1.10 "Invoice Cycle" means the weekly billing period commencing on Monday at 12:00 a.m. and concluding on Sunday at 11:59 p.m. (Pacific Time).
1.11 "IRS" means the United States Internal Revenue Service.
1.12 "Effective Date" means the date first written above, being the date on which this Agreement comes into force.
Section 2. Nature of Relationship
2.1 Independent Contractor Status. The Contractor is engaged by the Company as an independent contractor and not as an employee, agent, partner, joint venturer, or co-owner of the Company. Nothing in this Agreement shall be construed to create an employment relationship, agency relationship, or any other relationship between the Parties other than that of independent contracting parties. The Contractor expressly acknowledges and agrees that they are not entitled to, and shall not claim, any employee benefits, entitlements, or protections arising under federal, state, or local employment law by virtue of this Agreement or the services performed hereunder.
2.2 Control and Autonomy. The Company retains an interest in the outcomes and results of the Services performed and in the satisfaction of its clients, but the Company does not direct or control the manner, means, methods, tools, or techniques by which the Contractor achieves those results. The Contractor retains full discretion over how the Services are executed, subject only to the performance standards and outcome requirements set forth in this Agreement.
2.3 No At-Will Employment. This Agreement does not constitute an offer of at-will employment or any form of employment whatsoever. The Contractor acknowledges that they have no entitlement to employment protections under the Nevada Revised Statutes relating to employees, or under applicable federal employment legislation, including but not limited to the Fair Labor Standards Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act, or the Americans with Disabilities Act.
2.4 Business Operations. The Contractor is free to operate their own business, to maintain a business name, to obtain their own clients, and to work with other clients or companies, provided that doing so does not violate the Non-Solicitation provisions of Section 10 or the Confidentiality provisions of Section 9 of this Agreement.
2.5 No Exclusivity. This Agreement does not create an exclusive engagement. The Contractor is not obligated to accept every service assignment offered by the Company, and the Company is not obligated to offer any minimum volume of assignments to the Contractor. The Parties acknowledge that the volume of work offered will depend on the Company's client demand, scheduling availability, and the Contractor's performance record.
2.6 Worker Classification Compliance. The Parties intend that the Contractor's classification as an independent contractor is consistent with applicable federal and Nevada state law, including the standards applicable under the IRS common law test and any applicable ABC test or economic realities test applied by federal or state authorities. In the event that any governmental authority determines that the Contractor does not meet the legal definition of an independent contractor, the Parties agree to cooperate in good faith to restructure the engagement accordingly, but neither Party shall have any retroactive liability to the other as a result of such reclassification, except as required by law.
Section 3. Scope of Services
3.1 Nature of Services. The Contractor agrees to perform residential and/or commercial cleaning services for clients of the Company on an assignment-by-assignment basis. These services may include, without limitation, general cleaning and tidying of residential interiors, cleaning of kitchens, bathrooms, bedrooms, living areas, and common spaces, surface wiping and disinfecting, vacuuming and mopping of floors, and such other cleaning tasks as are reasonably requested and communicated to the Contractor at the time of assignment.
3.2 Assignment Basis. The Company will offer the Contractor service assignments based on client demand and scheduling availability. The Contractor is not obligated to accept any particular assignment, but is expected to communicate availability clearly and in a timely manner. Acceptance of an assignment constitutes a commitment to complete that assignment in accordance with the standards set forth in this Agreement.
3.3 Client Premises Access. The Contractor acknowledges that the performance of Services will require access to private residential and commercial properties. The Contractor agrees to access and use client premises solely for the purpose of performing the Services assigned, and to comply with any access instructions provided by the Company, including but not limited to key-safe procedures, alarm codes, entry and exit protocols, and any client-specific requirements communicated in advance.
3.4 Outcome Standards. The Company's interest is in the outcome of the Services, specifically that clients receive a result consistent with the standard reasonably expected of a professional residential and commercial cleaning service. The Contractor accepts responsibility for ensuring that assigned properties are cleaned to a standard that satisfies this outcome requirement and that generates client satisfaction consistent with Section 7 of this Agreement.
3.5 Service Area. Services shall be performed at client residential or commercial addresses within the greater Las Vegas, Nevada metropolitan area and such other areas as the Parties may agree from time to time.
3.6 No Obligation of Specific Hours. The Company does not require the Contractor to work specified hours, maintain a set schedule, or be available on any particular day. The Contractor's availability and hours of work are determined by the Contractor, subject to the mutual agreement of service assignment times between the Contractor and the Company.
3.7 Materials and Equipment. The Contractor shall be responsible for determining the tools, equipment, and supplies they require to deliver the Services. The Company may, at its sole discretion, make certain materials available or offer guidance on products used for particular client requirements, but is under no obligation to provide equipment to the Contractor, and such provision, if any, shall not be construed as a direction or control over the manner of performance.
Section 4. Compensation and Payment Terms
4.1 Compensation Rate. The Company shall compensate the Contractor at the rate of twenty-five dollars ($25.00) per hour for all Services performed and confirmed under this Agreement. No overtime rates, holiday loading, or other supplemental pay shall apply, as the Contractor is not an employee and is not subject to the overtime provisions of the Fair Labor Standards Act in this engagement.
4.2 Invoice Cycle. The billing and payment cycle shall operate on a weekly basis. The Invoice Cycle commences on Monday at 12:00 a.m. Pacific Time and concludes on Sunday at 11:59 p.m. Pacific Time. Work completed during any given Invoice Cycle must be invoiced by the Contractor within the same cycle.
4.3 Invoice Submission Deadline. The Contractor must submit a complete and accurate invoice to the Company by no later than 11:59 p.m. Pacific Time on the Sunday concluding each Invoice Cycle. Invoices must set forth the date(s) of service, the client or property address (or client reference number where confidentiality requires), the number of hours worked, and the total amount claimed.
4.4 Payment Date. Subject to receipt of a compliant and timely invoice, the Company shall process payment to the Contractor on the Friday of the week immediately following the close of the relevant Invoice Cycle. For example, work completed during the Invoice Cycle ending on a given Sunday will be paid on the following Friday.
4.5 Late Invoice Policy. Invoices submitted after the 11:59 p.m. Sunday deadline will not be processed in the current payment cycle. Such late invoices will roll over to the following Invoice Cycle and will be paid on the Friday of the subsequent week. The Contractor accepts that this rollover policy is a reasonable administrative requirement and agrees not to dispute delayed payment resulting from their own late submission.
4.6 Payment Method. Payment shall be made by the method agreed between the Parties in writing, which may include direct bank transfer, ACH transfer, check, or such other method as the Company designates from time to time.
4.7 Disputed Invoices. If the Company disputes any portion of a submitted invoice, it shall notify the Contractor in writing no later than the Wednesday preceding the applicable payment Friday, setting out the basis of the dispute. The undisputed portion of the invoice shall be paid on the scheduled payment date. The Parties shall resolve the disputed amount in good faith within seven (7) calendar days of the dispute notice.
4.8 No Benefits or Deductions. The Company shall not withhold from the Contractor's compensation any amounts for federal, state, or local income taxes, Social Security contributions, Medicare taxes, unemployment insurance, workers' compensation insurance, disability insurance, or any other employee-related deductions. The Contractor is solely responsible for all such obligations in their capacity as a self-employed individual.
4.9 Expenses. Unless otherwise agreed in writing by an authorized representative of the Company prior to the expense being incurred, the Contractor shall bear all costs and expenses associated with the performance of the Services, including transportation, fuel, tools, and supplies.
Section 5. Tax Obligations
5.1 Self-Employment Tax Responsibility. The Contractor acknowledges and agrees that, as a self-employed independent contractor, they are solely responsible for all federal, state, and local tax obligations arising from compensation received under this Agreement. This includes, without limitation, federal self-employment tax (comprising both the employee and employer portions of Social Security and Medicare taxes), federal income tax, and Nevada state tax obligations as applicable.
5.2 IRS Form 1099-NEC. To the extent required by applicable IRS regulations, the Company will issue to the Contractor an IRS Form 1099-NEC at the end of each calendar year reflecting the total compensation paid to the Contractor during that year. The Contractor agrees to provide the Company with a completed IRS Form W-9 prior to the commencement of Services or upon request, and to update such form promptly if their information changes.
5.3 No Employer Tax Obligations. The Company shall have no obligation to pay any employer-side payroll taxes, Social Security matching contributions, Medicare matching contributions, federal unemployment tax, or state unemployment insurance on behalf of the Contractor. The Contractor indemnifies and holds harmless the Company against any claims, assessments, penalties, or liabilities arising from the Contractor's failure to satisfy their own tax obligations.
5.4 Estimated Tax Payments. The Contractor acknowledges that they may be required under federal and state law to make estimated quarterly tax payments to the IRS and relevant state authorities. The Contractor is solely responsible for ensuring compliance with any such requirements and the Company bears no liability in connection therewith.
Section 6. Right to Substitute
6.1 Right of Substitution. The Contractor retains the right to appoint a qualified Substitute to perform the Services in the Contractor's place on any given assignment, without requiring the prior approval of the Company, provided that the conditions set forth in this Section 6 are satisfied.
6.2 Conditions for Substitution. The exercise of the right to substitute is subject to the following conditions:
6.2.1 The Contractor must notify the Company of the intended substitution as early as reasonably practicable and in any event no later than the time by which the Company would reasonably need to know in order to communicate with the client or make alternative arrangements.
6.2.2 The Substitute must possess the skills, experience, and competence reasonably required to perform the Services to the standard required by this Agreement.
6.2.3 The Substitute must not be a person who has previously been terminated or excluded from performing services for the Company, or who is subject to any legal or regulatory disqualification from entering client residential premises.
6.2.4 The Substitute must comply with the confidentiality obligations equivalent to those set forth in Section 9 of this Agreement, and the Contractor is responsible for ensuring such compliance. The Contractor shall, prior to the Substitute attending any client premises, communicate to the Substitute the obligation to maintain the confidentiality of client addresses, access codes, and all other Confidential Information.
6.3 Contractor Responsibility for Substitute. The Contractor remains fully responsible to the Company for the quality of the Services performed by any Substitute. Any failure by the Substitute to meet the standards required under this Agreement, or any breach of confidentiality or damage caused by a Substitute, shall be treated as a failure or breach by the Contractor for all purposes under this Agreement.
6.4 Contractor Responsible for Substitute Payments. The Company shall pay compensation for Services performed under this Agreement only to the Contractor. The Contractor is solely responsible for any remuneration payable to the Substitute, and the Company has no obligation, liability, or relationship of any kind with the Substitute.
Section 7. Performance Standards
7.1 General Standard. The Contractor agrees to perform all Services to a professional standard consistent with the reasonable expectations of residential and commercial cleaning clients, and in a manner that upholds the Company's reputation of high-quality and reliability.
7.2 Minimum Client Rating Requirement. The Contractor must maintain a minimum Average Rating of 4.5 stars across their ten (10) most recently completed and rated service assignments (the "Minimum Rating"). The Company will monitor Client Ratings on an ongoing basis and will notify the Contractor if their Average Rating falls below this threshold.
7.3 Rating Review Process. If the Contractor's Average Rating falls below 4.5 stars, the Company shall issue a written performance notice to the Contractor. The Contractor will be given a reasonable opportunity, typically consisting of the next available service assignments, to improve their Average Rating to meet or exceed the Minimum Rating. The Company will evaluate performance improvement over the subsequent five (5) rated assignments following the notice.
7.4 Failure to Improve. If the Contractor's Average Rating has not recovered to 4.5 stars or above following the performance review period described in clause 7.3, the Company reserves the right to terminate this Agreement pursuant to the termination provisions of Section 12.
7.5 Reliability and Attendance. The Contractor agrees that, having accepted a service assignment, they will attend the assigned property at or before the agreed service time, or arrange a qualified Substitute pursuant to Section 6. Failure to attend a confirmed assignment without reasonable prior notice shall constitute a "No-Show" event for the purposes of this Agreement.
7.6 Client Complaints. The Company takes client satisfaction very seriously. Substantiated complaints received from clients regarding the Contractor's performance, conduct, or behavior will be documented and may be taken into account in any performance review. A pattern of substantiated complaints is a basis for termination as set forth in Section 12.
Section 8. Insurance and Liability
8.1 Contractor's Insurance Obligation. The Contractor represents, warrants, and agrees that they maintain, at their own cost and expense, appropriate insurance coverage for the nature of the services performed under this Agreement. This includes, at a minimum, general liability insurance in an amount sufficient to cover claims arising from property damage, personal injury, or third-party loss occurring in the course of performing the Services at client premises.
8.2 Evidence of Insurance. The Contractor agrees to provide the Company with evidence of current insurance coverage upon request and shall notify the Company promptly if their insurance coverage lapses, is cancelled, or is materially reduced.
8.3 Contractor Liability for Damage. The Contractor accepts responsibility for any loss, damage, or destruction of client property caused by the Contractor or any Substitute acting under the Contractor's direction, arising directly from the performance of the Services. The Contractor agrees to notify the Company immediately upon becoming aware of any damage, loss, or breakage occurring at a client property during or immediately following a service visit.
8.4 Indemnification. The Contractor shall indemnify, defend, and hold harmless the Company, its members, managers, officers, agents, and representatives from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
8.4.1 The Contractor's performance of, or failure to perform, the Services;
8.4.2 Any act or omission of the Contractor or any Substitute at a client property;
8.4.3 Any damage to or theft of client property, or damage to client premises, attributable to the Contractor or Substitute;
8.4.4 The Contractor's breach of any provision of this Agreement;
8.4.5 Any claim by a governmental authority relating to the Contractor's tax obligations, worker classification, or employment status.
8.5 Company Limitation of Liability. To the maximum extent permitted by applicable law, the Company shall not be liable to the Contractor for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, including but not limited to lost profits, loss of business opportunity, or loss of goodwill.
8.6 No Workers' Compensation Coverage. The Contractor acknowledges that the Company does not carry or provide workers' compensation insurance coverage for the Contractor. The Contractor is solely responsible for obtaining any workers' compensation or occupational accident insurance coverage they deem appropriate for their own protection.
Section 9. Confidentiality and Client Data Protection
9.1 Confidentiality Obligation. The Contractor acknowledges that, in the course of performing Services, they will be entrusted with Confidential Information of considerable sensitivity, including but not limited to client residential addresses, alarm codes, key-safe codes, gate and entry access codes, key access arrangements, client contact details, household routines, and any other information that would allow access to or identification of client properties. The Contractor agrees to hold all such Confidential Information in strict confidence and shall not disclose, share, copy, transmit, or use any Confidential Information for any purpose other than the performance of the Services.
9.2 Client Security Information. The Contractor expressly acknowledges the heightened sensitivity of client access information, including alarm and entry codes, and agrees:
9.2.1 Not to record, store, share, or retain any client access codes or security information beyond what is strictly necessary to perform a specific, assigned service visit;
9.2.2 Not to share any client access information with any third party other than a Substitute properly authorized in accordance with Section 6, and only to the minimum extent necessary for that Substitute to complete the specific assignment;
9.2.3 To take all reasonable precautions to prevent unauthorized access to any device, notebook, or record on which client access information is temporarily stored;
9.2.4 To promptly notify the Company if they believe that any client access information has been lost, compromised, disclosed without authorization, or used for any improper purpose.
9.3 No Use for Personal Benefit. The Contractor shall not use any Confidential Information, including client contact details or home addresses, for any personal, commercial, or other purpose unconnected with the performance of Services under this Agreement. In particular, the Contractor shall not use client contact information to solicit, advertise, or offer any services directly to the client.
9.4 Non-Disclosure to Third Parties. The Contractor shall not disclose any Confidential Information to any third party, including family members, acquaintances, or other contractors, except as strictly necessary under the substitution provisions of Section 6 and subject always to equivalent confidentiality obligations being imposed on such Substitute.
9.5 Return of Information. Upon termination or expiration of this Agreement for any reason, the Contractor shall immediately cease use of all Confidential Information and shall promptly delete, destroy, or return to the Company any and all records, notes, or materials containing Confidential Information, in whatever form held, including digital records stored on personal devices.
9.6 Survival of Confidentiality Obligation. The Contractor's obligations under this Section 9 shall survive the termination or expiration of this Agreement indefinitely and are not limited by the Restricted Period applicable to the non-solicitation provisions.
9.7 Data Handling. To the extent that the Contractor handles any personal data belonging to clients in connection with the Services, the Contractor agrees to handle such data responsibly, to use it only for the purposes for which it was provided, and to comply with all applicable federal and state privacy and data protection laws, including but not limited to any applicable provisions of the California Consumer Privacy Act to the extent it applies, and any other applicable consumer privacy legislation.
9.8 Breach of Confidentiality. The Contractor acknowledges that any unauthorized disclosure or use of Confidential Information, particularly client home addresses and access codes, could cause serious and irreparable harm to the Company and to its clients. The Contractor agrees that in the event of a breach or threatened breach of this Section 9, the Company shall be entitled to seek injunctive relief and any other available equitable remedies in a court of competent jurisdiction, without the requirement to post bond and without the necessity of proving actual damages, in addition to any other remedies available at law.
Section 10. Non-Solicitation
10.1 Non-Solicitation of Clients. The Contractor agrees that, during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement for any reason (the "Restricted Period"), the Contractor shall not, directly or indirectly:
10.1.1 Solicit, approach, contact, or accept any engagement from any Client of the Company for the purpose of providing cleaning services or any substantially similar residential and/or commercial services, outside of the contractual relationship established by this Agreement;
10.1.2 Offer to perform, or perform, any cleaning or housekeeping services for any Client of the Company through any means other than through the Company;
10.1.3 Accept payment directly from any Client of the Company for any cleaning-related services, whether or not such services are of the same type as those performed under this Agreement;
10.1.4 Encourage, induce, or facilitate any Client of the Company to terminate, reduce, or redirect their business away from the Company.
10.2 Scope of Non-Solicitation. For the purposes of this Section 10, "Client" includes any individual or household for whom the Contractor has performed Services under this Agreement, any individual or household whose contact or address information the Contractor has obtained as a result of this engagement, and any individual or household whom the Contractor knows or reasonably suspects to be a client of the Company, regardless of whether the Contractor has personally serviced that client.
10.3 Passive Inquiry. If a Client contacts or approaches the Contractor independently and without any solicitation by the Contractor, the Contractor must inform the Company of such contact promptly and must decline to provide services outside the scope of this Agreement during the Restricted Period. The unsolicited nature of the inquiry does not excuse the Contractor from compliance with this Section 10.
10.4 Reasonableness. The Contractor acknowledges that the geographic and temporal scope of this non-solicitation restriction is reasonable and necessary to protect the Company's legitimate business interests, including its client relationships, goodwill, and the trust placed in contractors who are given access to private client residences and contact information. The Contractor agrees that this restriction does not prevent them from operating a competitive business or earning a livelihood, but merely prevents them from exploiting the Company's client relationships for a defined period.
10.5 Non-Solicitation of Staff and Contractors. During the Restricted Period, the Contractor shall not directly or indirectly solicit, recruit, or induce any other contractor or employee of the Company to terminate their engagement or employment with the Company for the purpose of working for or with the Contractor in a competing capacity.
10.6 Remedies for Breach. The Contractor acknowledges that a breach of this Section 10 would cause irreparable harm to the Company for which monetary damages alone would be an inadequate remedy. Accordingly, the Company shall be entitled to seek injunctive relief, specific performance, and any other available equitable or legal remedies in the event of a breach or threatened breach, in addition to any damages suffered as a result of the breach.
Section 11. Intellectual Property
11.1 Company Materials. Any materials, tools, systems, templates, checklists, client feedback forms, branding, or other intellectual property provided by the Company to the Contractor for use in connection with the Services shall remain the sole and exclusive property of the Company. The Contractor is granted a limited, non-transferable, non-exclusive license to use such materials solely for the purpose of performing the Services during the term of this Agreement.
11.2 Work Product. In the event that the Contractor, in the course of performing the Services, creates any material, documentation, or other work product that incorporates the Company's Confidential Information or branding, such work product shall be the sole property of the Company and shall be assigned to the Company upon creation. The Contractor waives any claim to ownership or compensation in respect of such work product.
11.3 No Use of Company Branding. The Contractor shall not use the Company's name, trading name, logo, trademarks, or any other proprietary materials for any purpose other than as expressly authorized in connection with the performance of the Services, and shall not hold themselves out as a representative, employee, or owner of the Company.
Section 12. Termination
12.1 Termination by Notice. Either Party may terminate this Agreement without cause by providing the other Party with no less than seven (7) calendar days' written notice. Notice must be provided in writing, which may include delivery by email to the other Party's contact address on record.
12.2 Immediate Termination by the Company. Notwithstanding clause 12.1, the Company reserves the right to terminate this Agreement immediately and without notice upon the occurrence of any of the following events:
12.2.1 Rating Drop: The Contractor's Average Rating falls below 4.5 stars and fails to recover to the Minimum Rating within the performance review period described in Section 7;
12.2.2 No-Show: The Contractor fails to attend a confirmed service assignment without providing prior notice to the Company in sufficient time to make alternative arrangements, and such failure occurs on one or more occasions without reasonable justification;
12.2.3 Three Substantiated Complaints: The Company receives three or more substantiated client complaints regarding the Contractor's performance, conduct, or behavior within any rolling twelve (12) month period;
12.2.4 Damage or Theft: The Contractor, or any Substitute acting on the Contractor's behalf, causes damage to or destroys client property, or is found to have removed, misappropriated, or stolen any property belonging to a client or the Company;
12.2.5 Client Solicitation: The Contractor breaches or attempts to breach the non-solicitation provisions of Section 10 of this Agreement, including directly approaching, working for, or accepting payment from any Client of the Company outside the terms of this Agreement;
12.2.6 Confidentiality Breach: The Contractor discloses, misuses, or fails to protect any Confidential Information in breach of Section 9, including but not limited to the unauthorized disclosure or misuse of client addresses, alarm codes, or access information.
12.3 Immediate Termination by the Contractor. The Contractor may terminate this Agreement immediately and without notice if the Company commits a material breach of this Agreement and fails to remedy such breach within seven (7) days of receiving written notice from the Contractor specifying the nature of the breach.
12.4 Obligations Upon Termination. Upon termination or expiration of this Agreement for any reason:
12.4.1 The Contractor shall immediately cease performing Services on behalf of the Company;
12.4.2 The Contractor shall return, delete, or destroy all Confidential Information in their possession or control, including client addresses, access codes, and any Company materials;
12.4.3 All amounts owed to the Contractor for Services performed prior to the date of termination shall be processed in accordance with the payment provisions of Section 4, subject to any outstanding invoice submission requirements;
12.4.4 The Contractor's obligations under Sections 9 and 10 shall continue in full force and effect following termination.
12.5 No Wrongful Termination Claim. The Contractor acknowledges that this Agreement does not create an employment relationship and that termination of this Agreement, whether by notice or immediately pursuant to this Section, does not constitute wrongful termination, constructive dismissal, or any other employment-related cause of action under federal or Nevada state law.
Section 13. General Provisions
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the applicable federal laws of the United States and the laws of the State of Nevada, without regard to its conflict of law principles.
13.2 Dispute Resolution. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, including the interpretation, performance, breach, termination, or validity thereof, the Parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice from one Party to the other, either Party may pursue the available legal remedies in a court of competent jurisdiction.
13.3 Jurisdiction and Venue. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada for the resolution of any dispute arising under or in connection with this Agreement. Each Party waives any objection to the laying of venue in such courts and any claim that such courts are an inconvenient forum.
13.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, between the Parties relating to the same subject matter.
13.5 Amendment. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties.
13.6 Waiver. No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other provisions of this Agreement.
13.7 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable, consistent with the original intent of the Parties.
13.8 Notices. All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email to the following addresses, or such other addresses as a Party may notify the other in writing:
To the Company: hello@thecleaninglab.com, The Cleaning Lab LLC, 4705 S Durango 100-A1, Las Vegas, NV 89147.
To the Contractor: the email address and physical address provided by the Contractor in connection with this engagement.
13.9 Independent Legal Advice. Each Party acknowledges that they have had the opportunity to seek independent legal advice prior to entering into this Agreement and that they enter into this Agreement freely and voluntarily, with full understanding of its terms and legal effect.
13.10 No Assignment. The Contractor may not assign, transfer, delegate, or subcontract any of their rights or obligations under this Agreement (other than through the substitution mechanism expressly provided for in Section 6) without the prior written consent of the Company. The Company may assign its rights under this Agreement to any successor entity or affiliate upon written notice to the Contractor.
13.11 Counterparts and Electronic Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic execution of this Agreement shall be as valid and binding as execution by original signature.
Applicants agree to this Agreement when submitting an application on our Careers page. Also see: Privacy Policy