Janitorial service agreement template, clause by clause

The proposal won you the building. The janitorial service agreement decides what that win is worth: when you get paid, who pays for a lost key, and how much notice you get before the account walks. Most owners sign whatever lands in their inbox and only read the details when something goes wrong.

Below, each clause of a commercial cleaning contract gets three things: what it does, sample wording, and what to watch for. The examples come from two Texas municipal RFPs (Addison and Angleton) and a widely used commercial template. A printable checklist sits at the end.

Every sample below is an example only. It is not legal advice. Contract law varies by state and province, so have a lawyer review your agreement before you use any of this wording.

How is a service agreement different from a cleaning proposal?

The proposal is your offer; the service agreement is the signed promise both sides are held to. Your commercial cleaning proposal template sells the job. The agreement turns it into obligations and usually attaches the proposal's scope table as an exhibit.

Larger buyers often send their own agreement. The Town of Addison, Texas, asked bidders to "enclose a copy of your standard contract" and flag any clause that was "conditional or non-negotiable" (RFP 18-205). Keep a standard agreement ready, and know which clauses you will defend.

Which clauses define the job itself?

The first five clauses define who, where, what, when and with what: parties, premises, scope, hours and access, and supplies. Get these wrong and every later dispute is about what the job was.

1. Parties and effective date

This clause names the legal entities and the date the agreement starts. Use your registered business name, not a trade name, and the client's legal name, which is often a property LLC rather than the management company you deal with.

Example: This Janitorial Service Agreement is made on [date] between [Client legal name], [address] ("Client"), and [Your legal name], [address] ("Contractor").

Watch for: a manager signing on behalf of an owner without saying so. Ask who the contracting entity is and who has authority to sign.

2. Premises and cleanable square footage

This clause describes the building and the area you clean. State the cleanable square footage, floors and suites included, and anything excluded.

Example: Contractor will clean [building name and address], floors [1 to 4], approximately [42,000] cleanable square feet, as shown in Exhibit A. Areas not listed in Exhibit A are excluded.

Watch for: area changes without price changes. Addison could delete square footage on 30 days' notice, cutting the price by the share of area removed, but added footage needed a negotiated change order before work began. Copy the second half.

3. Scope of work and frequency schedule

This clause points to an attached schedule of tasks by area and frequency, which you can update without rewriting the contract. Angleton put mandatory tasks, frequencies and facilities in Exhibit A, and extra cleaning it wanted priced separately in Exhibit B (RFP 2021-0409HR).

Example: Contractor will perform the tasks at the frequencies listed in Exhibit A (Scope of Work). Tasks not listed in Exhibit A are additional work under Section [X].

Watch for: open-ended wording. Angleton said its scope would "include, but not be limited to" the listed tasks. Ask for the list to be treated as complete. Your walk-through notes and bid math only hold if the scope is closed.

4. Service hours, access, keys and alarm codes

This clause sets when you clean and how your crew gets in and secures the building.

Example: Services will be performed [Monday to Friday] between [6:00 p.m. and 11:00 p.m.]. Client will issue [number] keys or access cards and individual alarm codes. Contractor will log all keys, will not copy them, and will report any loss within [24] hours.

Watch for: uncapped penalties. Angleton charged replacement or rekeying cost plus 20% for a lost key, deducted from payments. Addison fined $50 per false alarm caused by janitorial staff and wanted a supervisor on site within 30 minutes if a crew left a building unsecured. Price these and train for them.

5. Supplies and equipment

This clause says who buys what. The common split, used in the Business-in-a-Box janitorial agreement template (as of October 2026), is that the contractor supplies equipment and chemicals and the client supplies consumables such as paper, soap and liners. Addison used the same split. Angleton supplied everything itself.

Example: Contractor supplies all cleaning equipment and chemicals. Client supplies paper towels, toilet tissue, hand soap and trash liners [or: Contractor supplies consumables at the monthly rate in Exhibit B].

Watch for: you supplying consumables at a fixed price. Usage climbs when occupancy rises, and your margin falls with it.

What should the money clauses say?

The money clauses should set the price, the invoice date, the payment deadline, what happens when payment is late, and how the price changes over time.

6. Price, invoicing, payment terms and late fees

Example: Client will pay [$amount] per month. Contractor will invoice on the [1st] of each month for [that month / the prior month]. Payment is due within [30] days of the invoice date. Unpaid balances accrue interest at [rate] per month, or the maximum allowed by law if lower.

The Business-in-a-Box template offers Net 15 or Net 30 terms and a monthly late interest rate left for you to fill in. Addison invoiced monthly for the prior month and paid within 30 days of receiving the invoice.

Watch for: withholding and waiver language. Addison could withhold payment until unsatisfactory work was corrected, and said accepting a monthly payment "shall constitute a waiver of all claims" by the contractor. Strike waivers where you can, or raise disputes in writing before depositing the check. Check your state's cap on late interest.

7. Price adjustments

This clause sets when and how the price changes: an annual index adjustment, pass-through of mandated wage increases, and scope changes priced in writing. Our guide on how to raise prices on cleaning clients has full sample escalation wording, so it is not repeated here.

Watch for: fixed pricing across renewals. Angleton fixed pricing for the initial year and every renewal year, with the only exception a cost adjustment for changes in prevailing wages. Over five years, that leaves supplies, insurance and every non-wage cost on you.

How should term, renewal and termination work?

Term, renewal and termination should give you a clear start and end, renew without paperwork, and require written notice, with a chance to fix problems, before either side walks away.

8. Term and renewal

Example: This Agreement runs for [12] months from the start date and renews automatically for successive [12]-month terms unless either party gives written notice of non-renewal at least [30] days before the end of the current term.

In a Contracting Profits survey of facility managers published in March 2012, one-year contracts were the most common, and almost a third of respondents said their standard contracts ran three years. Addison and Angleton both used a one-year term with up to four renewal years.

Watch for: renewals that require a new signature each year. Auto-renewal keeps a good account from lapsing by accident.

9. Termination for convenience and for cause

Termination for convenience lets either side end the agreement without giving a reason, after a notice period. Termination for cause lets one side end it after a material breach, usually only if the breach is not fixed within a cure period.

Example: Either party may end this Agreement for any reason with [30] days' written notice. Either party may end this Agreement for material breach if the breach is not cured within [10] days after written notice describing it. Fees are prorated to the termination date.

Short notice is standard. In the same 2012 survey, 96% of facility managers said their contracts included a 30-day cancellation policy. Business-in-a-Box describes termination for convenience as typically using a 15 to 30 day notice period, and its cause clause uses a 10-day cure window (as of October 2026). Addison allowed itself to cancel without cause on 60 days' notice.

Watch for: one-sided exits. A contractor leaving Addison early gave 60 days' notice and then paid the town's rebidding costs plus any higher price from the replacement for the rest of the term. If deficiencies were not fixed the evening they were reported, the town could hire someone else at the contractor's cost or terminate at once. Ask for matching notice and a written cure period on both sides. The lifetime value of a janitorial client comes from service, not term length, so treat this clause as protection, not a guarantee.

How do you handle insurance and indemnification?

Require the insurance your client asks for, prove it with a certificate, and make indemnity mutual and limited to each side's own negligence.

10. Insurance and indemnification

Example: Contractor will carry general liability insurance of at least [$amount] per occurrence and [$amount] aggregate, workers' compensation as required by law, and [a janitorial bond of $amount], and will provide a certificate before starting work. Each party will indemnify the other against third-party claims to the extent caused by its own negligence or willful misconduct.

The Business-in-a-Box FAQ puts the typical general liability minimum at $1 million per occurrence and $2 million aggregate (as of October 2026). Addison also required additional insured status, a waiver of subrogation, 30 days' notice before cancellation, and primary coverage. Our guide to commercial cleaning insurance and bonding covers those endorsements.

Watch for: indemnity that makes you cover the client's own negligence, and endorsements your policy lacks. Send this section to your agent before you sign. Business-in-a-Box also caps total liability at a few months of fees, a cap worth asking for.

How do quality, complaints and extra work get handled?

Quality, complaints and extra work get handled with a written inspection routine, a named contact with a response time, and a rule that extra work is priced in writing before it starts.

11. Quality inspections and complaint response

Example: Contractor will inspect the premises at least [weekly] using a written checklist and share reports with Client on request. Client will report issues to [name, phone, email]. Issues reported by [10:00 a.m.] will be corrected [by the end of that night's service].

Addison wanted inspection records open to the town, weekly meetings, and a credit for any basic deficiency reported by 10 a.m. and not fixed by noon. Unanswered complaints are one reason buildings fire their cleaning company, so this clause protects you too.

Watch for: response times a night crew cannot meet without a daytime on-call person.

12. Additional work and change orders

Example: Work outside Exhibit A, including [floor refinishing, carpet extraction, window cleaning and special events], will be quoted in writing and performed only after Client approves the quote by [email or signed change order].

Angleton handled special events and emergency callouts as separately negotiated amendments, and Addison issued change orders before added work began.

Watch for: verbal requests to the crew. Tell your cleaners to send every new request to the supervisor, who confirms the price in writing.

Which clauses protect your people and the client's property?

Non-solicitation, confidentiality, damage and loss, and contractor status protect your staff, the client's information and both sides' liability.

13. Non-solicitation of employees

A non-solicitation (or no-hire) clause says the client will not hire your cleaners directly during the contract and for a set period after. Some versions charge a placement fee instead.

Example: During this Agreement and for [6] months after it ends, Client will not directly employ any Contractor employee who worked at the premises without Contractor's written consent [or: Client will pay a placement fee of (amount)].

Watch for: enforceability, which varies by state. California's Business and Professions Code section 16600 voids "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind," and a December 2023 Latham & Watkins alert notes that one California appellate court and a few federal courts have read it to bar some employee non-solicitation agreements. Have a lawyer in your state write this one.

14. Confidentiality

Example: Contractor and its employees will keep confidential any information seen at the premises and will not read, copy or remove documents, or use Client's computers or phones.

Angleton barred janitorial staff from reading papers on desks, opening drawers and using office equipment, and required a CJIS course before anyone cleaned its police station.

Watch for: wording that stops you naming the client as a reference.

15. Damage and loss

Example: Client will report any damage or loss believed to involve Contractor within [72] hours of the service visit. Contractor will investigate and, if responsible, repair or reimburse the reasonable cost, up to the limits of Section [liability cap].

The Business-in-a-Box template sets a 48- or 72-hour reporting window. Angleton asked for loss, theft or damage to be reported as soon as possible and could refer suspected staff to its police department.

Watch for: open-ended windows. A scratch reported three months later is impossible to investigate.

16. Independent contractor status

Example: Contractor is an independent contractor. Contractor's employees are not employees or agents of Client, and Contractor is solely responsible for their wages, taxes, supervision and insurance.

This wording follows the Business-in-a-Box template. It protects the client from employment claims and confirms that you direct your own crew.

Watch for: clauses that let the client direct your staff's schedules and methods in detail. If they control everything, the label matters less.

How should disputes and signatures be handled?

Disputes should follow a set path from conversation to a named forum, and the agreement should be signed by people with authority to bind each company.

17. Dispute resolution and governing law

Example: The parties will first try to resolve any dispute by meeting within [10] business days of written notice. Unresolved disputes will go to [mediation in (county)] before any lawsuit. This Agreement is governed by the laws of [state or province].

Addison set Texas law and made Dallas County the exclusive venue. Expect public buyers to name their own county.

Watch for: a venue in another state, which can make a small claim too expensive to pursue.

18. Signatures

Example: For Client: Name, Title, Signature, Date. For Contractor: Name, Title, Signature, Date. Exhibits A (Scope of Work) and B (Pricing) are part of this Agreement.

Watch for: unsigned exhibits and missing titles. Initial every exhibit page and keep a fully signed copy where your office can find it.

What does a janitorial contract checklist look like?

A janitorial contract checklist lists each clause, the question to ask, and a box to tick before you sign. Print this one and run every new agreement through it, yours or theirs.

If the contract arrives inside a public bid package, read our guide on how to respond to a janitorial RFP first. Exceptions to a public agency's terms usually have to be listed in the proposal, not negotiated afterward.

A good agreement only matters once there is a signer on the other side. LeadWharf sends you exclusive leads from decision-makers in your area who have said they want recurring cleaning, and you pay per qualified lead. If filling the pipeline is the harder problem right now, book a call and ask about your territory.