Service Agreement

This agreement is made and entered into by and between:

105 E-Clean Cleaning and Maintenance Services trading as 105 E-Clean, a sole
proprietorship organized under the laws of Vancouver, Canada with postal address at 105-E
64th Avenue, Vancouver, British Columbia V5X 2M3, represented in this act by its Operations
Manager, IAN D. ABADAM, and herein referred to as “Contractor”;

- and –

{{NAME OF CLIENT/ESTABLISHMENT/BUSINESS}}, a (corporation/partnership/sole

proprietorship) organized under the laws of Vancouver, Canada with postal address at
{{ADDRESS}} , represented in this act by its {{Representative’s position and Name}} and is
hereinafter referred to as “CLIENT”;

-witnesseth-

WHEREAS, CONTRACTOR renders cleaning/janitorial services exclusively within Vancouver

area and specializes on commercial, industrial and household cleaning;

WHEREAS, the CLIENT wishes to {{Service to avail}} and thereby, engaged the services of
professional cleaners of the local area who will render the service according to their
preferences;

WHEREAS, the CONTRACTOR is a qualified professional group of cleaners with vast

knowledge and experience in the field of professional cleaning and offers its services to the
CLIENT, which the latter hereby accepts, subject to the terms and conditions herein
stipulated;

NOW, THEREFORE, for and in consideration of the foregoing, the parties hereby stipulate
the following covenants:

1. The CONTRACTOR undertakes to render {{Type of Service}} as the CLIENT’S prefered

scope of service, particulars of which are herewith attached as Annex A that forms an
integral part of this Agreement.

2. The following are the Rights and Obligations of Parties:

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 A. CLIENT

i. CLIENT will give CONTRACTOR access to the inside of the building during regular
business hours and any additional mutually agreed upon times.

ii. CLIENT will provide for the use by the CONTRACTOR in performance of this
agreement the following supplies and equipment: {if there is any...list here...}

iii. CLIENTS shall fill out and complete the Service Assessment Form at the end of
each cleaning activity which shall then constitute proof of the completion of the
service and all responsibilities of the CONTRACTOR attended thereto.

B. CONTRACTOR

i. Services to be performed by CONTRACTOR include the following:

{{ SCOPE OF WORK: REFER TO ANNEX A}}

ii. CONTRACTOR will begin performing cleaning services upon signing on

____/____/____. Thereafter, cleaning services shall be performed on a mutually
agreed upon schedule. This service agreement shall remain effective covering an
indefinite period of service.

iii. The CONTRACTOR agrees to provide, for the use in rendering the services, the
following resources:

a. Mopping equipment, buckets and mops essential chemicals used for cleans:
multi-purpose cleaners, degreaser, glass cleaners, floor cleaning chemicals,
sanitizers.

iv. Promptly inform the CLIENTS of any change in cleaning arrangements.

v. Shall exert best efforts to promptly provide alternative solutions in the event
that there are tasks that require tougher cleaning approach.

vi. Shall ensure that adequate manpower is deployed on the scheduled cleaning day
to perform the services required under Annex A until its completion.

3. In consideration of the scope of services to be rendered in accordance with Annex A

hereof, the CLIENT agrees to pay the CONTRACTOR the amount after tax of {{AMOUNT
IN WORDS}} ($000.00) which shall be paid in the following manner:

(a) Full Payment: {{AMOUNT IN WORDS}} Only ($000.00) Payable to be settled in either
cash or dated corporate/personal cheque issued to 105 E-Clean Cleaning and
Maintenance Services or IAN D. ABADAM.
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 (b) All monetary amounts referred to in this Agreement are in Canadian Dollar.

(c) The Compensation will be payable on a monthly basis while this Agreement is in
force.

(d) The Compensation as stated in this Agreement does not include sales tax, or other
applicable duties as may be required by law. Any sales tax and duties required by
law will be charged to the Client in addition to the Compensation.

(e) The CONTRACTOR will not be reimbursed for expenses incurred by the
CONTRACTOR in connection with providing the Services of this Agreement.

4. In providing the Services under this Agreement it is expressly agreed that the
CONTRACTOR is acting as an independent service provider and not as an employee. The
CONTRACTOR and the CLIENT acknowledge that this Agreement does not create a
partnership or joint venture between them and is exclusively a contract for service.

5. Other than with the express written consent of the CLIENT, which will not be
unreasonably withheld, the CONTRACTOR will not be directly or indirectly involved with
a business which is in direct competition with the particular business line of the CLIENT;
divert or attempt to divert from the CLIENT any business the CLIENT has enjoyed
solicited or attempted to solicit from the other individuals or corporations, prior to the
expiration or termination of this Agreement. The obligation will survive the expiration
or termination of this Agreement and will continue for one (1) year from the date of
such expiration or termination.

6. The CONTRACTOR understands and agrees that any attempt on the part of the
CONTRACTOR to induce other employees or CONTRACTORS to leave the CLIENT’S
employment, or any effort by the CONTRACTOR to interfere with the CLIENT’S
relationship with its employees or other services providers would be harmful and
damaging to the CLIENT.

Thus, during the term of this Agreement and for a period of one (1) year after the
expiration or termination of this Agreement, the contract will not in any way directly or
indirectly:

a. Induce or attempt to induce any employee or other service provider of the CLIENT
to quit employment or retainer with the CLIENT;

b. Otherwise interfere with or disrupt the CLIENT’S relationship with its employees or
other service providers;

c. Discuss employment opportunities or provide information about competitive

employment to any of the CLIENT’S employees or other service providers; or

d. Solicit, entice, or hire away any employee or other service provider of the CLIENT.
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 e. Upon the expiry or termination of this Agreement, the CONTRACTOR will return to
the CLIENT any property, documentation, records, or confidential Information
which is the property of the CLIENT.

7. The CONTRACTOR will be required to maintain general liability insurance including

coverage for bodily injury and property damage at a level that would be considered
reasonable in the industry of the CONTRACTOR based on the risk associated with the
characteristics of this Agreement and only to the extent permitted by law. All insurance
policies will remain materially unchanged for the duration of this Agreement.

8. Except to the extent paid in settlement from any applicable insurance policies, and to
the extent permitted by applicable law, each party agrees to indemnify and hold
harmless the other party, and its respective affiliates, officers, agents, employees, and
permitted successors and assigns against any and all claims, losses, damages, liabilities,
penalties, punitive damages, expenses reasonable legal fees and costs of any kind or
amount whatsoever, which result from or arise out of any act or omission of the
indemnifying party, its respective affiliates, officers, agents, employees and permitted
successors and assigns that occurs in connection with this Agreement. This
indemnification will survive the termination of this Agreement.

9. The CONTRACTOR shall warrant that the various services herein identified shall be
performed with utmost diligence and completed within the established timeline/s with
allowance for reasonable delays, except when, without any fault, undue or
unreasonable delay or negligence on its part, the CONTRACTOR, shall be prevented from
performing its obligations under this Agreement due to acts, incidents, circumstance
and occurences outside of its control and/or influence, or in case of fortuitous events.
Such events consist of acts of nature (earthquakes, unusual floods, typhoons or similar
calamities) or consist of acts of men such as war, fire, robbery, insurrection, rebellion,
instability in the peace and order situation, strikes or lockouts, political upheavals, or
changes in local or national government, which could not be forseen, or even if
foreseen, is inevitable thereby rendereing it impossible for the CONTRACTOR to comply
or wholly with its obligations herein enumerated.

10. This Agreement represents all the conditions and terms of reference that will govern the
relationship of the Parties. Any terms of this Agreement may be amended in writing
signed by the parties through their authorized representatives. In case there are other
services not otherwise mentioned or covered by the Agreement, the same shall be
considered a separate agreement unless the parties hereto expressly agreed in writing
that the new service shall form part of this Agreement.

11. This Agreement shall terminate any time by mutual agreement of the Parties and
completion of services herein provided and enumerated in Annex A. Except as otherwise
provided in this Agreement, the obligations of the CONTRACTOR will end upon the
termination of this Agreement

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 12. Cancellation by either party for just and valid causes will require a 30-day prior notice. In
this case, all fees due the CONTRACTOR for completed services shall be paid accordingly.
Non-payment of the balance on the due date shall be ground for the unilateral
cancellation by the CONTRACTOR of this Agreement. If there is any litigation needed
between the CLIENT and CONTRACTOR it shall be filed and tried in the CONTRACTOR’S
local jurisdiction. 

13. The parties warrant that no provision of this agreement shall be disclosed to any third
party without the prior written consent of the other.

IN WITNESS WHEREOF, the parties hereunto affix their signatures on this _______ day of
_______________ 20___.

IAN D. ABADAM CLIENT

Operations Manager Position

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Annex A

{{SCOPE OF WORK SHALL BE SPECIFICALLY ENUMERATED HERE}}

Also includes:

{{INCLUSIONS/FREEBIES/EXTRA MILE SERVICES}}

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