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AGREEMENT is made this __________ day of ________________, month 20 _____, between _________________________, [Name] of ________________________ [Address], hereinafter referred to as LANDLORD, and _________________________, [Name] of ________________________ [Address], hereinafter referred to as CONTRACTOR.
Agreement is as follows:
01. MATERIALS. CONTRACTOR as an independent contractor shall provide all materials and labor necessary for the maintenance of the building owned by LANDLORD described as:
beginning on ___________ [Date] and concluding on ___________ [Date] unless otherwise provided herein. These services shall comprise of:
daily cleaning of all common areas of the building and lavatories, restocking of paper consumables daily in lavatories; weekly cleaning of windows; weekly blowing and cleaning of parking lots; bi-weekly cleaning of carpets;
[if applicable state additional duties]
02. AGREED MAINTENANCE TIME. CONTRACTOR shall perform such services at times which will minimize interference with the use of the building. LANDLORD shall on reasonable notice specify times for the maintenance to be completed.
03. INSURANCE. CONTRACTOR shall comply with all governmental regulations and obtain worker's compensation together with other insurance and bonding required by governmental authority.
04. INDEMNIFICATION. CONTRACTOR shall indemnify and hold LANDLORD harmless from all claims and liabilities related to the operations of CONTRACTOR and employees. CONTRACTOR shall obtain and keep in force liability insurance with limits with a minium of $1,000,000 for bodily injury and upon request of the LANDLORD shall provide surety bonding for all employees with access to the building in an amount of $------ [Dollar Amount] per employee.
05. RIGHT OF TRANSFER. CONTRACTOR may not assign, delegate or transfer the performance of this agreement.
06. COOPERATION. Each party, at the request of the other, will execute and deliver all documents which may be reasonably necessary to give full effect to this agreement.
07. BREACH AND WAIVER. Should either party incur any expense or legal fees as a result of the breach of any portion of this Agreement by the other party, the Court shall award reasonable attorney's fees and suit expenses to the non-defaulting party which are reasonably incurred. No breach, waiver, or default of any of the terms of this agreement shall constitute a waiver of any subsequent breach or default of any of the terms of agreement.
08. SEVERABILITY. Should any Court hold that any portion of this agreement is invalid, the remainder shall be in full force and effect, and the invalid portion shall be struck from the agreement or modified as the Court shall order.
09. REPRESENTATIONS. Each party acknowledges that this agreement has been entered into of his or her volition with full knowledge and information including tax consequences. In some instances, it represented a compromise of disputed issues. Each believes the terms and conditions to be fair and reasonable under the circumstances. No coercion or undue influence has been used by or against either party in making this agreement. Each party acknowledges that no representations of any kind have been made to him or her as an inducement to enter into this agreement other than the representations set forth herein.
10. MODIFICATIONS. A modification or waiver of any of the provisions of this agreement shall be effective only if made in writing and executed with the same formality as this agreement. Failure of either party to insist upon strict performance of any of the provisions of this agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.
11. INTERPRETATION. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
12. ADVICE OF LEGAL COUNSEL. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
13. INVALID PROVISIONS. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
14. NOTICES. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the LANDLORD:
[city, state, zip]
If to the CONTRACTOR:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in any United States Post Office, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge.
15. FURTHER ASSURANCES. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
16. NO REPRESENTATIONS. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
17. COURT APPROVAL. Both parties understand and agree that this agreement and all of the matters and things contained therein shall at all times be interpreted in accordance with the laws of the State of [----]. Both parties further agree that in the event that either party should obtain a divorce from the other party, that this agreement will be submitted to the Court hearing the divorce, and with the request that the agreement be approved and ratified by the Court, and made a part of the Final Decree of divorce as may be awarded to either party.
18. AMENDMENT OF THIS AGREEMENT. While this agreement remains in effect the parties agree to settle any disputes which arise under it through resort to mediation before a professional mediator. Both parties are to pay half of the fee's unless it is clear to the mediator that one of the parties is requesting mediation only to incur costs the other party cannot reasonably be expected to pay. If mediation fails than the dispute is to go before a single arbitrator. The arbiter need not be a solicitor or professional adjudicator, but may be a person with professional experience and training in family and/or community property law applicable in the state of [------].
19. TERMINATION OF THIS AGREEMENT. This agreement may be terminated at any time by the parties written agreement. We agree that from time to time an amendment of this agreement may be desirable and we therefore agree that said amendment may be accomplished by written amendment only.
20. ATTORNEY FEES. In the event that a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including, without limitation, reasonable attorney fees and expenses, incurred in ascertaining such party's rights or in preparing to enforce, or in enforcing, such party's rights under this Agreement, whether or not it was necessary for such party to institute suit.