Contract Agreement
INDEPENDENT CONTRACTOR AGREEMENT
Elite Nest Cleaning, LLC
4301 Morris Park Dr, Mint Hill, NC 28227
info@elitenestcleaning.com | (980) 294-3941 | elitenestcleaning.com
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (hereinafter "Agreement") is entered into as of [START DATE] (the "Effective Date") by and between:
Elite Nest Cleaning, LLC, a limited liability company organized and existing under the laws of the State of North Carolina, with its principal place of business at 4301 Morris Park Dr, Mint Hill, NC 28227 (hereinafter "Company"); and
[WORKER FULL NAME], an independent contractor residing at [WORKER ADDRESS] (hereinafter "Contractor").
The Company and the Contractor are referred to collectively in this Agreement as the "Parties" and individually as a "Party."
SECTION 1. RECITALS AND BACKGROUND
1.1 The Company is engaged in the business of providing residential cleaning services to clients throughout its service area under the trading name Elite Nest Cleaning.
1.2 The Contractor represents that they are an independent contractor who provides residential cleaning services professionally and who has the skills, experience, and capability to perform the services described in this Agreement.
1.3 The Company desires to engage the Contractor on a non-exclusive basis to provide residential cleaning services to the Company's clients, and the Contractor desires to accept such engagement, subject to the terms and conditions set forth in this Agreement.
1.4 The Parties expressly intend that the Contractor shall perform services as a self-employed independent contractor and not as an employee of the Company. Both Parties acknowledge and agree that nothing in this Agreement creates or is intended to create an employer-employee relationship, partnership, joint venture, agency relationship, or any other form of legal association between the Parties other than that of client and independent contractor.
1.5 The Parties enter into this Agreement freely and voluntarily, having had the opportunity to seek independent legal advice prior to execution.
SECTION 2. DEFINITIONS
2.1 "Agreement" means this Independent Contractor Agreement together with any schedules, exhibits, or addenda attached hereto or incorporated herein by reference.
2.2 "Client" means any individual, household, or entity that has engaged the Company for residential cleaning services and to whom the Contractor may be assigned to provide services.
2.3 "Client Data" means any personally identifiable or sensitive information relating to a Client that the Contractor may access, receive, or become aware of in connection with the performance of services, including but not limited to the Client's home address, contact information, entry and access arrangements, alarm codes, security system details, key holding arrangements, household schedules, and any other information of a personal or confidential nature.
2.4 "Confidential Information" means any information that is not generally known to the public and that relates to the Company's business operations, pricing structures, Client lists, Client Data, service protocols, marketing strategies, business relationships, financial information, or any other information that a reasonable person would understand to be confidential in nature, regardless of whether it is marked as such.
2.5 "Deliverables" means the completed residential cleaning outcomes and standards achieved at a Client's property as specified in any applicable job assignment or service request.
2.6 "Effective Date" means the date set forth at the commencement of this Agreement.
2.7 "Invoice" means the written or electronic record of services rendered by the Contractor during a given work week, submitted in accordance with Section 6 of this Agreement.
2.8 "Job Rating" means the numerical star rating provided by a Client to the Company in respect of a specific service visit completed by the Contractor, typically expressed on a scale of one to five stars.
2.9 "Performance Rating" means the rolling average Job Rating calculated across the Contractor's ten most recently rated completed jobs.
2.10 "Service Area" means the geographic area in which the Company operates and assigns work, as communicated to the Contractor from time to time.
2.11 "Services" means the residential cleaning services to be performed by the Contractor at Client properties, as more fully described in Section 3 of this Agreement.
2.12 "Substitute" means a qualified individual nominated by the Contractor to perform services on the Contractor's behalf in accordance with Section 4 of this Agreement.
2.13 "Work Week" means the period commencing at 12:00 a.m. on Monday and ending at 11:59 p.m. on the following Sunday.
SECTION 3. SCOPE OF SERVICES
3.1 Engagement. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor to provide residential cleaning services to Clients on a non-exclusive basis, and the Contractor hereby accepts such engagement.
3.2 Nature of Services. The Contractor shall provide residential cleaning services at Client properties assigned by the Company. The scope of work for each assignment will be communicated to the Contractor prior to the scheduled visit and may include standard cleaning of kitchens, bathrooms, living areas, bedrooms, and other areas of a residential property as requested by the Client and confirmed by the Company.
3.3 Outcome Standards. The Contractor is engaged to achieve specified cleaning outcomes and Deliverables at each Client property. The Company does not direct, supervise, or control the specific manner or method by which the Contractor achieves those outcomes. The Contractor retains full discretion as to the methods, techniques, processes, and scheduling of work used to achieve the required Deliverables, provided that such methods are safe, professional, and consistent with the performance standards set forth in Section 7 of this Agreement.
3.4 Right to Accept or Decline Work. The Contractor is under no obligation to accept any particular assignment, and the Company is under no obligation to offer any particular volume of work. The Contractor may accept or decline individual job assignments at their discretion, subject to providing reasonable advance notice to the Company where practicable. However, a pattern of unreasonable declinations that materially disrupts Client service may be taken into account in the Company's decision to continue or discontinue engagement under this Agreement.
3.5 Non-Exclusivity. This Agreement is non-exclusive. The Contractor is free to provide cleaning or other services to other clients, businesses, or households during the term of this Agreement, provided that such activities do not conflict with the non-solicitation obligations in Section 10 or the confidentiality obligations in Section 9.
3.6 Client Property Access. Where a Client provides keys, access codes, alarm codes, or other access arrangements to facilitate service delivery, the Contractor acknowledges the serious nature of such trust and agrees to handle all such access materials with the utmost care, to use them solely for the purpose of entering the Client's property at the appointed time, and to return or safeguard them as directed by the Company or the Client. The Contractor shall not duplicate, share, photograph, or retain any Client access materials beyond what is strictly necessary for the performance of services.
SECTION 4. RIGHT TO SUBSTITUTE
4.1 The Contractor shall have the right to provide a Substitute to perform services in the Contractor's place, subject to the conditions set forth in this Section.
4.2 Prior to any Substitute performing services at a Client property, the Contractor must provide written notice to the Company identifying the proposed Substitute and confirming that the Substitute is qualified, experienced in residential cleaning, and capable of meeting the service standards required under this Agreement.
4.3 The Company reserves the right to decline any proposed Substitute on reasonable grounds, including but not limited to concerns about the Substitute's qualifications, background, or suitability for Client-facing work.
4.4 If a Substitute is approved and performs services on the Contractor's behalf, the Contractor remains solely responsible for the quality, standard, and outcome of those services, and the performance of any Substitute shall be attributed to the Contractor for the purposes of this Agreement, including for the purposes of performance ratings, complaints, and liability.
4.5 A Substitute is not engaged by the Company and shall have no contractual relationship with the Company. The Contractor is solely responsible for any remuneration, tax obligations, or legal obligations arising from their arrangement with any Substitute.
SECTION 5. CONTRACTOR STATUS AND TAX OBLIGATIONS
5.1 Independent Contractor Status. The Contractor is engaged as an independent contractor and is not an employee, worker, agent, partner, or co-venturer of the Company for any purpose. This Agreement shall not be construed as creating any employment relationship, and the Contractor shall have no entitlement to any employee benefits, including but not limited to health insurance, paid time off, retirement benefits, unemployment insurance, workers' compensation coverage under any Company policy, or any other benefit that the Company may offer to its employees.
5.2 Tax Responsibility. The Contractor acknowledges and agrees that as an independent contractor, they are solely responsible for all federal, state, and local income taxes, self-employment taxes, and any other taxes or contributions arising from or related to amounts paid under this Agreement. The Company shall not withhold federal income tax, state income tax, Social Security contributions, or Medicare contributions from any amounts paid to the Contractor.
5.3 IRS Form 1099. To the extent required by applicable law, the Company will issue IRS Form 1099-NEC to the Contractor in respect of payments made during each applicable tax year. The Contractor agrees to provide the Company with a completed IRS Form W-9 prior to the commencement of services and to promptly update such information if it changes.
5.4 Self-Employment Taxes. The Contractor acknowledges that, as a self-employed individual, they are responsible for paying both the employee and employer portions of Social Security and Medicare taxes under the Self-Employment Contributions Act (SECA) as applicable to their earnings under this Agreement.
5.5 No Withholding Authorization. Nothing in this Agreement authorizes the Company to withhold taxes on the Contractor's behalf, and the Contractor expressly releases the Company from any liability arising from the Contractor's failure to meet their tax obligations.
5.6 Business Licenses and Registrations. The Contractor is solely responsible for obtaining and maintaining any business licenses, permits, or registrations required by applicable federal, state, or local law in connection with the Contractor's operations.
5.7 Benefits Waiver. The Contractor expressly acknowledges that they are not entitled to and hereby waive any claim to employee benefits of any kind from the Company, including but not limited to health insurance, dental or vision coverage, retirement or 401(k) contributions, paid vacation, paid sick leave, paid holidays, family or medical leave, or short-term or long-term disability benefits.
SECTION 6. PAYMENT TERMS
6.1 Compensation Rate. The Company shall compensate the Contractor at an hourly rate to be agreed upon in writing between the Parties prior to the commencement of services. Any agreed rate shall be confirmed in a written rate schedule or addendum signed by both Parties, which shall be incorporated into and form part of this Agreement.
6.2 Work Week Definition. For the purposes of payment calculations, the Work Week runs from 12:00 a.m. on Monday through 11:59 p.m. on the following Sunday.
6.3 Invoice Submission Requirement. The Contractor is responsible for submitting an Invoice to the Company for all services completed during each Work Week. Invoices must be submitted no later than 11:59 p.m. on the Sunday at the close of the Work Week in which the services were performed. Invoices may be submitted electronically to the Company's designated email address or through any invoicing platform or system specified by the Company.
6.4 Payment Schedule. Upon receipt of a timely submitted Invoice, the Company shall remit payment to the Contractor by the Friday of the week immediately following the Work Week in which the services were performed. For example, services performed during a Work Week running from Monday, January 6 through Sunday, January 12 and invoiced by 11:59 p.m. on January 12 will be paid by Friday, January 17.
6.5 Late Invoice Policy. Invoices submitted after the 11:59 p.m. Sunday deadline shall be considered late. Late Invoices will not be processed in the payment cycle immediately following the Work Week to which they relate. Instead, late Invoices will roll to the following payment cycle and will be processed for payment on the Friday of the week after the week in which the late Invoice is received. The Company shall not be liable for any delay in payment resulting from the Contractor's failure to submit an Invoice by the required deadline.
6.6 Invoice Content. Each Invoice submitted by the Contractor shall include, at minimum, the Contractor's full name, the Work Week covered, a list of service dates and Client job references or addresses for services performed, the number of hours worked for each job, the agreed hourly rate, and the total amount claimed.
6.7 Payment Method. Payment shall be made by the method agreed between the Parties, which may include direct bank transfer, check, or any electronic payment platform mutually agreed upon in writing.
6.8 Disputed Invoices. If the Company disputes any item on an Invoice, the Company shall notify the Contractor in writing within five business days of receipt of the Invoice, specifying the basis for the dispute. The Parties shall work in good faith to resolve any disputed Invoice within ten business days of such notice. Undisputed portions of an Invoice shall be paid in accordance with the payment schedule set forth in Section 6.4.
6.9 Expenses. Unless otherwise agreed in writing, the Contractor is responsible for all costs and expenses incurred in connection with the performance of services, including but not limited to transportation costs, fuel, cleaning supplies and equipment, and personal protective equipment. The Company shall not reimburse the Contractor for any business expenses unless specific reimbursable expenses have been agreed in advance and in writing.
6.10 No Guaranteed Hours. The Company makes no representation or guarantee regarding the minimum number of hours of work that will be offered to or accepted by the Contractor in any given Work Week or over the duration of this Agreement.
SECTION 7. PERFORMANCE STANDARDS
7.1 Professional Standard. The Contractor agrees to perform all services in a professional, competent, and diligent manner consistent with the standards reasonably expected of an experienced residential cleaning professional. The Contractor is responsible for ensuring that Deliverables meet the expectations communicated by the Company or the Client at the time of each job assignment.
7.2 Minimum Performance Rating Requirement. The Contractor must maintain a minimum Performance Rating of 4.5 stars at all times throughout the duration of this Agreement. The Performance Rating is calculated as the rolling average of Job Ratings received from Clients across the Contractor's ten most recently rated completed jobs.
7.3 Performance Rating Monitoring. The Company will track Job Ratings and communicate the Contractor's Performance Rating to the Contractor periodically and upon request. The Contractor accepts that Client-provided Job Ratings are a legitimate measure of service quality and agrees that the Company's record of such ratings constitutes sufficient evidence of the Contractor's Performance Rating for the purposes of this Agreement.
7.4 Performance Warning. If the Contractor's Performance Rating falls below 4.5 stars, the Company will provide the Contractor with written notice of the performance deficiency. Following such notice, the Contractor will have a period of fourteen calendar days in which to demonstrate improvement in their rating through the completion of subsequent rated jobs.
7.5 Termination for Performance. If the Contractor's Performance Rating remains below 4.5 stars following the fourteen-day improvement period referenced in Section 7.4, or if the Contractor's rating falls to a level that, in the Company's reasonable judgment, poses a material risk to Client satisfaction or the Company's business reputation, the Company reserves the right to terminate this Agreement in accordance with Section 14.
7.6 Client Complaints. The Company takes Client complaints seriously as an indicator of service quality. If the Contractor receives three or more substantiated complaints from Clients within any rolling ninety-day period, the Company may treat such complaints as grounds for immediate termination of this Agreement, regardless of the Contractor's current Performance Rating.
7.7 Client Communication. The Contractor agrees to communicate with Clients in a courteous, respectful, and professional manner at all times when performing services or when otherwise in contact with Clients in connection with the Company's business.
7.8 Prompt Reporting. The Contractor agrees to promptly report to the Company any incident, accident, property damage, breakage, theft, or other unusual occurrence arising during or in connection with the performance of services at a Client property, and to do so within twenty-four hours of the relevant incident.
SECTION 8. INSURANCE AND LIABILITY
8.1 Contractor's Insurance Obligations. The Contractor is responsible for obtaining and maintaining, at their own expense throughout the term of this Agreement, adequate insurance coverage appropriate to the nature of the services being performed. This shall include, at minimum, general liability insurance covering property damage and personal injury arising from the Contractor's work activities. The Contractor is encouraged to maintain coverage with limits appropriate to the value of property at Client homes and the nature of risks associated with residential cleaning.
8.2 Evidence of Insurance. Upon request by the Company, the Contractor shall provide evidence of current and valid insurance coverage within five business days of such request.
8.3 Contractor's Liability for Damage. The Contractor accepts personal financial responsibility for any loss, damage, breakage, or destruction of Client property that is caused by the Contractor's negligence, recklessness, or intentional misconduct in the course of performing services. Where damage occurs, the Contractor agrees to notify the Company promptly in accordance with Section 7.8 and to cooperate fully in any investigation or resolution process.
8.4 No Company Liability for Contractor Acts. The Company shall not be liable to any Client or third party for any act, omission, negligence, or misconduct of the Contractor in the performance of services. The Contractor agrees to indemnify, defend, and hold harmless the Company, its members, managers, officers, employees, and agents from and against any claims, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's performance of services, breach of this Agreement, or any act or omission of the Contractor or any Substitute.
8.5 No Workers' Compensation Obligation. The Company is not responsible for providing workers' compensation coverage for the Contractor. The Contractor acknowledges that they are not entitled to workers' compensation benefits from the Company and that they are solely responsible for any personal injury or illness arising in connection with their work activities.
8.6 Theft. If the Contractor is found to have stolen, misappropriated, or deliberately removed any property belonging to a Client or the Company without authorization, the Contractor shall be liable to the Company and the affected Client for the full value of the stolen property and any associated losses. Such conduct shall also constitute immediate grounds for termination of this Agreement under Section 14.
SECTION 9. CONFIDENTIALITY AND CLIENT DATA PROTECTION
9.1 Acknowledgment of Confidential Access. The Contractor acknowledges that in the course of performing services under this Agreement, they will necessarily access, receive, or become aware of sensitive Client Data and Confidential Information. This includes, but is not limited to, Client home addresses, entry and access arrangements, alarm system codes, key holder information, security camera or smart device configurations, household schedules and routines, personal property, and any other information of a private or sensitive nature relating to Clients or the Company.
9.2 Obligation of Confidentiality. The Contractor agrees to hold all Confidential Information and Client Data in strict confidence. The Contractor shall not, directly or indirectly, disclose, share, publish, communicate, or otherwise make available any Confidential Information or Client Data to any third party without the prior written consent of the Company, except as required by applicable law or legal process.
9.3 Purpose Limitation. The Contractor agrees to use Confidential Information and Client Data solely for the purpose of performing services under this Agreement and for no other purpose whatsoever. The Contractor shall not use Client Data for personal gain, for the benefit of any third party, or in any manner that is inconsistent with the purposes of this Agreement.
9.4 Access Codes and Security Information. The Contractor expressly acknowledges the heightened sensitivity of access codes, alarm codes, key safe combinations, and any other security-related information provided to facilitate entry to Client properties. The Contractor agrees to store such information securely, to disclose it to no one other than the Company's authorized personnel, and to notify the Company immediately if such information is lost, compromised, or accessed by any unauthorized person.
9.5 No Retention After Termination. Upon the termination or expiration of this Agreement, or upon earlier request by the Company, the Contractor shall immediately return to the Company or permanently destroy all materials, records, or other items containing Confidential Information or Client Data, including any physical notes, digital records, or copies thereof. The Contractor shall confirm such return or destruction in writing upon request.
9.6 Survival of Confidentiality Obligations. The obligations set forth in this Section 9 shall survive the termination or expiration of this Agreement and shall remain in effect indefinitely with respect to Client Data and for a period of five years following the termination of this Agreement with respect to all other Confidential Information.
9.7 Compliance with Applicable Privacy Laws. The Contractor agrees to handle all Client Data in a manner consistent with applicable federal and state privacy laws and regulations, including but not limited to any applicable provisions of North Carolina law. The Contractor shall not collect, store, sell, or otherwise process Client Data beyond what is necessary for the performance of services.
9.8 No Social Media Disclosure. The Contractor shall not post, share, publish, or otherwise disclose any images, videos, descriptions, or other content relating to Client properties, Client households, Client identities, or Client Data on any social media platform, website, or other public forum, whether or not the Client is identified by name. This prohibition includes but is not limited to photographs of Client homes, interiors, belongings, or any identifying features of a Client's property. A breach of this obligation shall constitute grounds for immediate termination under Section 14.
SECTION 10. NON-SOLICITATION
10.1 Non-Solicitation of Clients. In consideration of the Company's engagement of the Contractor and the Contractor's access to the Company's Client relationships and Confidential Information, the Contractor agrees that during the term of this Agreement and for a period of twelve months following the termination or expiration of this Agreement for any reason, the Contractor shall not, directly or indirectly:
10.1.1 solicit, approach, contact, or communicate with any Client of the Company with the intent to offer, provide, or arrange residential cleaning services or any substantially similar services outside of or independent of the Contractor's engagement with the Company;
10.1.2 accept any engagement, arrangement, or payment from any Client of the Company for the provision of residential cleaning services or any substantially similar services, whether on the Contractor's own behalf or on behalf of any other individual, business, or entity;
10.1.3 encourage, suggest, or assist any Client of the Company to cease using the Company's services or to engage any other individual or business for services in substitution for the Company's services; or
10.1.4 accept any unsolicited approach from a Client of the Company to provide services privately where the Contractor has reason to believe that such an arrangement would be in substitution for or in competition with the Company's services to that Client.
10.2 Scope of Restriction. For the purposes of this Section 10, "Client of the Company" means any individual or household that was an active Client of the Company at any time during the twelve-month period immediately preceding the termination of this Agreement, or any individual or household to whom the Company introduced the Contractor during the term of this Agreement.
10.3 Reasonableness of Restriction. The Contractor acknowledges that the restrictions set forth in this Section 10 are reasonable in scope, duration, and geographic application given the nature of the Company's business, the Contractor's access to Client relationships, and the legitimate business interests of the Company in protecting those relationships. The Contractor further acknowledges that a breach of this Section would cause irreparable harm to the Company that could not be adequately remedied by monetary damages alone.
10.4 Injunctive Relief. In the event of a breach or threatened breach of this Section 10, the Company shall be entitled to seek injunctive relief and other equitable remedies in any court of competent jurisdiction, in addition to any other remedies available at law or in equity, without the requirement to post any bond or other security.
10.5 No Restriction on General Work. Nothing in this Section 10 shall prevent the Contractor from providing residential cleaning services to individuals or households that were not Clients of the Company and to whom the Company did not introduce the Contractor.
SECTION 11. INTELLECTUAL PROPERTY
11.1 Company Materials. Any materials, processes, systems, documentation, training resources, or other materials provided to the Contractor by the Company in connection with this Agreement 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 services under this Agreement.
11.2 Return of Materials. Upon the termination or expiration of this Agreement, the Contractor shall promptly return to the Company all Company materials, documents, access credentials, or other items belonging to the Company.
11.3 No License to Brand. The Contractor shall not use the Company's name, trading name "Elite Nest Cleaning," logo, branding, trademarks, or any other intellectual property of the Company in any advertising, social media profile, website, or other public communication without the prior written consent of the Company.
SECTION 12. TERMINATION
12.1 Termination by Either Party with Notice. Either Party may terminate this Agreement without cause by providing the other Party with not less than fourteen calendar days' prior written notice. Notice shall be provided in accordance with Section 13.5.
12.2 Immediate Termination by the Company. Notwithstanding Section 12.1, the Company may terminate this Agreement immediately and without notice upon the occurrence of any of the following events:
12.2.1 the Contractor's Performance Rating falls below 4.5 stars and fails to recover to the required level following the improvement period described in Section 7.4, or the Contractor's Performance Rating drops to a level that poses an immediate and material risk to Client satisfaction or the Company's reputation;
12.2.2 the Contractor receives three or more substantiated complaints from Clients within any rolling ninety-day period as described in Section 7.6;
12.2.3 the Contractor causes damage to Client property or the Company's property through negligence, recklessness, or intentional misconduct, and fails to acknowledge responsibility or cooperate with the Company's resolution process;
12.2.4 the Contractor steals, misappropriates, or deliberately removes property belonging to a Client or the Company without authorization;
12.2.5 the Contractor solicits, approaches, or directly or indirectly provides services to any Client of the Company in breach of Section 10;
12.2.6 the Contractor breaches any obligation of confidentiality under Section 9, including any unauthorized disclosure of Client Data, access codes, or other sensitive information;
12.2.7 the Contractor posts, shares, or publishes content relating to Client properties or Client identities on social media or any other public platform in breach of Section 9.8; or
12.2.8 the Contractor attends or attempts to attend a Client property while under the influence of alcohol, illegal drugs, or any controlled substance that impairs the Contractor's ability to perform services safely and professionally.
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 its payment obligations under Section 6 and fails to remedy such breach within ten business days of receiving written notice from the Contractor specifying the nature of the breach.
12.4 Effect of Termination. Upon termination of this Agreement for any reason:
12.4.1 all outstanding Invoices for services properly rendered prior to the termination date shall be paid in accordance with the payment schedule in Section 6, subject to any valid disputes;
12.4.2 the Contractor shall immediately return to the Company all Client access materials, keys, access codes, Company materials, and any other items belonging to the Company or to Clients;
12.4.3 all licenses granted to the Contractor under this Agreement shall automatically terminate; and
12.4.4 the obligations of the Contractor under Sections 9, 10, and 11 shall survive termination and continue in full force and effect in accordance with their respective terms.
12.5 No Damages for Termination Without Cause. Neither Party shall be liable to the other for damages, compensation, or loss arising solely from a termination of this Agreement by either Party in accordance with the notice provisions of Section 12.1.
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 North Carolina, without regard to its conflict of laws principles.
13.2 Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty calendar days of one Party notifying the other in writing of the dispute, either Party may pursue available legal remedies in the appropriate state or federal courts located in Mecklenburg County, North Carolina. Both Parties hereby consent to the exclusive jurisdiction of such courts for the resolution of any disputes arising under this Agreement.
13.3 Entire Agreement. This Agreement, together with any written schedules, addenda, or rate agreements signed by both Parties and incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, understandings, negotiations, or discussions, whether written or oral, between the Parties relating to the same subject matter.
13.4 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.
13.5 Notices. All notices, requests, demands, consents, approvals, or other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by email with confirmation of receipt to the following addresses:
To the Company: Elite Nest Cleaning, LLC, 4301 Morris Park Dr, Mint Hill, NC 28227; info@elitenestcleaning.com.
To the Contractor: [WORKER ADDRESS]; [WORKER EMAIL ADDRESS].
Either Party may update their notice details by providing written notice to the other Party in accordance with this Section.
13.6 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect and shall not be affected by such invalidity, illegality, or unenforceability.
13.7 Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of that or any other right, power, or privilege. No waiver of any breach or default of this Agreement shall be deemed a waiver of any subsequent breach or default.
13.8 Assignment. The Contractor may not assign, transfer, delegate, or subcontract this Agreement or any of the Contractor's rights or obligations hereunder without the prior written consent of the Company, except as expressly permitted by the right to substitute provisions in Section 4. The Company may assign this Agreement to any successor entity, affiliate, or purchaser of all or substantially all of the Company's business without the Contractor's consent, provided that the assignee assumes all obligations of the Company under this Agreement.
13.9 Counterparts and Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic signature shall be deemed valid and binding to the same extent as an original ink signature, in accordance with applicable electronic signature laws including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. Section 7001 et seq.
13.10 Independent Legal Advice. Each Party acknowledges that they have had the opportunity to seek independent legal advice before executing this Agreement and that they fully understand the terms and effects of this Agreement.
13.11 Headings. Section headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.
13.12 No Third-Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer any rights, benefits, or remedies on any third party.
13.13 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond the reasonable control of that Party, including but not limited to acts of God, natural disasters, governmental actions, public health emergencies, or severe weather events. This Section shall not apply to the Contractor's payment obligations or the Company's obligation to pay Invoices properly submitted.
13.14 Relationship Acknowledgment. The Contractor expressly acknowledges and agrees that they have read and understood this Agreement in its entirety, that they understand the legal significance of their status as an independent contractor rather than an employee, and that they enter into this Agreement voluntarily and with a full understanding of their rights and obligations hereunder.
IN WITNESS OF THE ABOVE, the Parties have indicated their acceptance of and agreement to the terms of this Independent Contractor Agreement as of the Effective Date set forth above.
Electronic signatures for this Agreement are administered separately through the Company's designated electronic signature process.
This document was prepared for use by Elite Nest Cleaning, LLC. The Company recommends that all Parties seek independent legal advice prior to execution.