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Terms & Conditions

This MAINTENANCE AGREEMENT (“AGREEMENT”) is made as of the date above by and between iNX Building Maintenance  Solution, Inc. (“iNX”) and (COMPANY NAME) (“CLIENT”).  

WHEREAS: iNX is in the business of providing general commercial janitorial services including cleaning, floor care, carpet  cleaning, supply restocking, supply sales, and providing janitorial labor; and iNX desires to supply CLIENT with such services  as outlined in the attached Scope of Work Schedule upon the terms described in this Agreement.  WHEREAS: CLIENT desires to obtain janitorial services from iNX for the purpose of keeping its premises properly maintained  as outlined in the attached Scope of Work Schedule.  

NOW THEREFORE: In consideration of the mutual covenants and obligations set out in this AGREEMENT, the parties agree as  follows:

1. Services; iNX Obligations

1.1. Services. iNX shall provide, through its iNX franchises and/or subcontractor, to CLIENT the services (the “Services”) set out on the Scope of Work Schedule, on the terms and conditions set forth therein and at the prices  set forth on the Pricing Schedule

1.2. Service Providers. CLIENT acknowledges that iNX may delegate all Services to be performed hereunder to an iNX  franchisee and/or subcontractor designated by iNX in its sole discretion (the “Service Provider”). iNX may  change the Service Provider at any time following notice to CLIENT. At the reasonable request of CLIENT, if CLIENT is dissatisfied with the designated Service Provider, iNX will use commercially reasonable efforts to  designate a replacement Service Provider at the earliest time it determines to be commercially viable.  

1.3. Start Date. iNX shall cause the Services to begin on: ___________________. The Services will not be performed on  holidays as listed in the Scope of Work Schedule.  

1.4. Location. iNX shall cause the Services to be performed at the following location(s) or at such other location as  CLIENT may designate from time to time and iNX may agree to in writing:  

(COMPANY NAME)  

(COMPANY STREET ADDRESS)  

(COMPANY CITY/STATE/ZIP)  

1.5. Materials Provided. The Service Provider will furnish all equipment, tools and cleaning supplies necessary to  perform the Services. The Monthly Cost as set forth on the Scope of Work Schedule does not include trash liners,  paper supplies, and toiletries, which can be provided at CLIENT’S expense, at competitive prices as reasonably  determined by iNX. 

2. CLIENT Obligations

2.1. CLIENT Cooperation. CLIENT agrees to cooperate with iNX and the Service Provider in their performance of the  Services and provide access to CLIENT’s premises as required to enable iNX and the Service Provider to provide  the Services. 

3. Charges & Payment

3.1. Monthly Cost. CLIENT shall pay to iNX the Monthly Cost initialed by CLIENT in the attached Pricing Schedule.  CLIENT also agrees to pay iNX for CLIENT-approved Additional Services (as defined in the Scope of Work  Schedule) performed and paper supplies or other products delivered to CLIENT, along with any sales or use tax  levied by a taxing authority on the value of the services provided or supplies purchased.  

3.2. Payment Terms. All amounts due and owing under this Agreement are invoiced monthly in advance and due  fifteen (15) days from date billed. A convenience fee of 2.85% may be added for amounts paid via debit or credit  card. In the event CLIENT desires to pay amounts due via alternative payment methods, any service or other  charges or fees incurred by iNX to accept payment using such alternative payment method shall be treated as  amounts due and owing under this Agreement and shall be paid by CLIENT to iNX.  

3.3. Late Payment. Late payments will incur interest at the lesser of the rate of one and one half (1.5%) per month or  the highest rate permissible under applicable law, calculated daily and compounded monthly. CLIENT shall also  reimburse iNX for all reasonable costs incurred in collecting any late payments, including, without limitation,  attorneys’ fees, legal costs, court costs and collection agency fees and costs. In addition to all other remedies  available under this Agreement or at law (which iNX does not waive by the exercise of any rights hereunder), iNX  shall be entitled to suspend the provision of any Services without notice if the CLIENT fails to pay any amounts  when due hereunder and such failure continues for thirty (30) days following written notice thereof.   

3.4. Labor-Related Cost Increase. CLIENT acknowledges that in the event of increases or changes to the laws  regarding labor-related issues, including, but not limited to minimum wage statutes and paid medical leave laws,  mandated by federal, state, county, municipal, or other government agencies that affect iNX’s costs of providing  Services hereunder, iNX may need to increase the Monthly Cost. Should this occur, iNX will provide notice to  CLIENT thirty (30) days prior to the effective date, and CLIENT agrees to accept such increases or changes unless  notice of termination is provided to iNX pursuant to Section 6.3.3 of this Agreement.  

3.5. Monthly Cost Modifications. From time to time, as the parties may agree, the Monthly Cost may be increased or  decreased to reflect changes due to modifications in the attached Scope of Work Schedule. Such modifications  will be binding only if agreed to in writing, including by e-mail communication, and signed or acknowledged, in  the case of e-mail communication, by both parties.  

3.6. Holidays. Credits for holidays, as listed in the Scope of Work Schedule, are pre-determined and given as part of the  Monthly Cost stated in the attached Pricing Schedule, and no other adjustments will be made for those holidays. If  CLIENT requires cleaning on listed holidays, an additional charge shall apply for such services.  

3.7. Payment Remittance. Payment by check can be sent to:  

iNX Building Maintenance – Dept. C210  

PO Box 509015  

San Diego CA 92150-9015 

4. Business Relationship  

4.1. Independent Contractor. The parties expressly agree that iNX, the Service Provider, and their employees and  representatives are not and shall not be deemed to be employees or agents of the CLIENT during the term of this  AGREEMENT and are independent contractors. As a result, iNX will not be within the protection or coverage of CLIENT’S workers’ compensation insurance or any other insurance and no withholding of Social Security, income,  payroll, or other federal, state or local taxes or other deductions shall be made from the sums agreed to be paid to  iNX. All such sums are contract payments and not wages.  

4.2. Non-Solicitation. CLIENT agrees that it will not employ or contract with any iNX employee, the Service Provider,  or any employee of the Service Provider during the Term or for one hundred eighty (180) days after the  termination of this AGREEMENT, without iNX’s written consent. 

5. Limited Warranty on Services.  

5.1. iNX shall use commercially reasonable efforts to cause the Services to be provided in a professional and  workmanlike manner substantially in accordance with this AGREEMENT. iNX DOES NOT MAKE ANY  WARRANTIES EXCEPT FOR THAT PROVIDED IN THIS SECTION. ALL OTHER WARRANTIES, EXPRESS AND  IMPLIED, ARE EXPRESSLY DISCLAIMED. 

5.2. iNX’s sole and exclusive liability and CLIENT’s sole and exclusive remedy for breach of this warranty shall be in  accordance with Section 6.2

6. Term of Agreement; Termination  

6.1. Term. The term of this AGREEMENT will be for one (1) year from the date the Services are scheduled to begin (the  “Initial Term”) and will continue thereafter on a month-to-month basis.  

6.2. Termination. This AGREEMENT may be terminated:  

By either party for non-performance, breach of the warranty set forth in Section 5.1 or other material breach  of this AGREEMENT; provided that the terminating party must give the other party written notice specifying  in detail the nature of the breach, and the non-terminating party will have fifteen (15) days after receipt of the notice in which to cure the breach to the reasonable satisfaction of the terminating party. If the breach is not  

satisfactorily cured at the end of the fifteenth (15th) day, the terminating party must notify the non terminating party, in writing, of the failure to satisfactorily cure the breach, and the AGREEMENT will  terminate fifteen (15) days from the date of such notice of the non-terminating party’s failure to satisfactorily  cure the breach.  

6.3. By CLIENT:  

6.3.1. Immediately if the premises where Services are to be performed are destroyed or upon thirty (30) days’  prior written notice if CLIENT vacates the premises; or  

6.3.2. Within thirty (30) days of written notice received by iNX from CLIENT requesting termination; or  6.3.3. If iNX increases the fees in the Pricing Schedule as a result of changes to laws regarding labor-related  issues, as set forth in Section 3.4, upon thirty (30) days’ written notice prior to the effective date of such  increase.  

6.4. By iNX, upon thirty (30) days’ prior notice if iNX and/or its Service Providers are unable to provide the Services  required hereunder.  

6.5. Termination Upon Failure to Pay. Notwithstanding anything to the contrary in Section 6.2, iNX may terminate this  AGREEMENT before the expiration date of the Term on written notice if CLIENT fails to pay any amount when due hereunder and such failure continues for thirty (30) days after CLIENT’s receipt of written notice of nonpayment.  

6.6. Obligations Upon Termination. Upon termination, CLIENT shall pay any and all outstanding and unpaid amounts  for Services, materials and supplies provided prior to the expiration or termination of the AGREEMENT. In the  event the Agreement is terminated pursuant to Section 6 due to iNX’s breach, iNX shall within thirty (30) days  after the effective date of termination, refund to CLIENT any fees paid by CLIENT as of the date of termination for  the Services, less a deduction equal to the fees for receipt of Services up to and including the date of termination  on a pro-rated basis.  

6.7. Time is of the Essence. Time is of the essence for the notices required under this Section 6.  6.8. Survival. The rights and obligations of the parties set forth in this Section 6 and 5, 7.4, 7.11 and any right or  obligation of the parties in this AGREEMENT which, by its nature, should survive termination or expiration of this  AGREEMENT, will survive any such termination or expiration of this AGREEMENT. 

7. General Provisions  

7.1. Entire Agreement. Both parties agree that they have fully reviewed and discussed the terms of this AGREEMENT,  including the attached Scope of Work Schedule and Pricing Schedule, and acknowledge that they constitute the  entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and  contemporaneous understandings, agreements, representation and warranties, both written and oral, regarding  such subject matter. For the avoidance of doubt, in no event shall the terms and conditions of any marketing materials contemporaneously provided to CLIENT or any purchase order or other form subsequently submitted  by CLIENT to iNX become a part of this Maintenance Agreement, and iNX shall not be bound by any such terms  and conditions.  

7.2. Amendments. Any changes or modification to this AGREEMENT must be in writing and signed by both parties.  7.3. Severability. If any term or provision of this AGREEMENT is invalid, illegal or unenforceable in any jurisdiction,  such invalidity, illegality or unenforceability shall not affect any other term or provision of this AGREEMENT or  invalidate or render unenforceable such term or provision in any other jurisdiction.  

7.4. Notices. If written notice is required under this AGREEMENT, it shall be deemed to be given at the time when the  same is deposited, postpaid and certified, with the United States Postal Service or a recognized, common parcel courier providing express, receipted delivery to the address set forth below the parties’ signatures (or to such  other address as designated by the parties from time to time).  

7.5. Waiver. No waiver by any party of any of the provisions of this AGREEMENT shall be effective unless explicitly set  forth in writing and signed by the party so waiving. Except as otherwise set forth in this AGREEMENT, no failure  to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this AGREEMENT shall  operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or  privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,  power or privilege.  

7.6. Assignment. CLIENT shall not assign any of its rights or delegate any of its obligations under this AGREEMENT  without the prior written consent of iNX. Any purported assignment or delegation in violation of this Section 7.6  shall be null and void. No assignment or delegation shall relieve CLIENT of any of its obligations under this  AGREEMENT. iNX may assign any of its rights or delegate any of its obligations to any affiliate or to any person  acquiring all or substantially all of iNX’s assets without CLIENT’s consent.  

7.7. Successors and Assigns. This Agreement is binding on and inures to the benefit of the parties hereto and their  respective permitted successors and permitted assigns.  

7.8. Headings. The headings in this AGREEMENT are for reference only and shall not affect the interpretation of this  AGREEMENT.  

7.9. Force Majeure. Continued performance of the Services may be suspended immediately by iNX and the Service  Provider to the extent made impossible by any event or condition beyond the reasonable control of iNX or the Service Provider, including, without limitation, acts of God, fire, flood, labor or trade disturbance, war, riots, civil  commotion, compliance in good faith with the requirements of any applicable laws or governmental order  (whether or not it later proves to be invalid), widespread unavailability of necessary materials, or other event or  condition whether similar or dissimilar to the foregoing (a “Force Majeure Event”). iNX shall give prompt notice  to CLIENT of the occurrence of a Force Majeure Event giving rise to any suspension of the Services and of the  nature and anticipated duration of such Force Majeure Event, and iNX shall use commercially reasonable efforts to  cure the cause of such suspension promptly.  

7.10. Attorneys’ Fees. In the event it becomes necessary for either party to file suit against the other to protect its rights  under this AGREEMENT, the prevailing party will be entitled to recover reasonable attorneys’ fees as well as court  costs and damages as part of any judgment entered in its favor.  

7.11. Governing Law; Choice of Forum. This AGREEMENT shall be governed by and interpreted and enforced in  accordance with the laws of the State of California, without giving effect to any choice of law or conflict of laws  rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application  of the laws of any jurisdiction other than the State of California. Jurisdiction and venue for any suit brought on  this AGREEMENT shall be in the federal or state court of the county where the iNX corporate office is then located.  

7.12. Counterparts. This AGREEMENT may be executed in counterparts, each of which shall be deemed an original, but  all of which together shall be deemed to be one and the same agreement. A signed copy of this AGREEMENT  delivered by facsimile, e-mail or other means of electronic transmission (including pdf or any electronic signature  complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) shall be deemed to have the same  legal effect as delivery of an original signed copy of this AGREEMENT.