Up Front Property Care Vendor Agreement

Invoicing Policies & Payment Terms

Invoicing Instructions

Standard Payment Terms: Net 21 days (3 weeks) after project completion. In certain cases, payment may be processed sooner following project completion and approval.

Up-Front Property Care ("Company") shall pay approved invoices as follows:

• The Payment Start Date is defined as the date the Company approves the invoice.

• If the Net Date falls on a weekend or holiday, payment will be initiated on the next business day.

• Affiliates must submit invoices to the designated invoicing email upon completion of services.

• Invoices are not payable before the date services are rendered and/or goods are received.

Required Invoice Information

Invoices must include the following information:

1. Company name

2. Invoice number

3. Date submitted

4. Date(s) of service

5. Total invoice amount

6. Name of location or service

7. Price for each location or service

8. Company contact information (phone number and email)

Note: The billing address has been removed. Please ensure your invoice lists your company contact information so payments and remittance advice can be issued correctly.

Affiliate Covenants & Legal Protections

This Affiliate Partner Agreement ("Agreement") is made between the Affiliate/Contractor ("Affiliate") and Up-Front Property Care ("Company"). By signing below, the Affiliate agrees to the restrictions, covenants, and provisions set forth in this Agreement.

1. Independent Contractor Status

The relationship between the Company and the Affiliate is strictly that of an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee, agency, partnership, joint venture, or franchise relationship.

The Affiliate is solely responsible for all federal, state, and local taxes, withholding, Social Security, unemployment insurance, and workers' compensation obligations for itself and its personnel.

The Affiliate is not authorized to bind the Company to any third-party obligation or contract.

2. Insurance Requirements

The Affiliate shall maintain, at its sole cost and expense, adequate insurance coverage to protect against liabilities arising out of its operations.

At a minimum, the Affiliate shall maintain:

• Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence.

• Workers' Compensation Insurance as required by applicable state law.

The Affiliate shall provide proof of coverage (Certificate of Insurance) to the Company before performing services and shall name Up-Front Property Care as an additional insured upon request.

3. Indemnification & Hold Harmless

To the fullest extent permitted by law, the Affiliate agrees to defend, indemnify, and hold harmless the Company, its owners, officers, directors, employees, and clients from any and all claims, damages, liabilities, losses, judgments, settlements, costs, and expenses, including reasonable legal fees, arising from:

• The Affiliate's performance of services.

• Any breach of this Agreement.

• Damage to property or injury to persons caused by the Affiliate, its employees, or subcontractors.

• Tax or employment misclassification claims made by the Affiliate's personnel.

4. Standard of Performance & Compliance

The Affiliate warrants that all services will be performed in a professional, timely, and workmanlike manner in accordance with standard property care industry practices and to the reasonable satisfaction of the Company and its clients.

The Affiliate agrees to comply with all applicable federal, state, and local laws, codes, and safety regulations, including OSHA standards.

If any services are deemed substandard, the Affiliate must remedy the work at its own expense within forty-eight (48) hours of notification.

5. Confidentiality and Proprietary Information

The Affiliate shall keep confidential all proprietary and confidential information of the Company, including but not limited to:

• Customer lists

• Pricing information

• Service details

• Contracts

• Operational procedures

• Trade secrets

Such Confidential Information may be used solely for performing services for the Company and shall not be disclosed to any third party except as required to perform those services or as required by law.

6. Non-Competition

During the Affiliate's engagement with the Company and for one (1) year following termination or completion of that engagement, the Affiliate shall not directly or indirectly:

• Provide services to competing businesses;

• Manage, own, operate, or work for competing businesses; or

• Assist any business providing property care, janitorial, cleaning, or related maintenance services to any current or former clients of the Company with whom the Affiliate had material contact.

7. Non-Solicitation of Clients

During the Affiliate's engagement and for one (1) year thereafter, the Affiliate shall not:

• Solicit or contact any client, customer, or account of the Company for competing services.

• Attempt to divert any client or customer from the Company.

• Encourage clients or customers to reduce or terminate their relationship with the Company.

8. Non-Solicitation of Personnel

During the Affiliate's engagement and for one (1) year following termination, the Affiliate shall not recruit, solicit, or hire any employee, independent contractor, or consultant of the Company for purposes of engaging them in a competing business or otherwise interfering with the Company's workforce.

9. Theft & Damage Agreement

Affiliates must report theft or damage involving Company or client assets to their supervisor immediately.

The responsible party shall be liable for replacement costs through payroll deduction or invoice deduction according to the next scheduled payroll or invoice terms.

Investigations will be conducted. If the responsible party cannot be identified, replacement costs may be proportionately allocated among personnel at the site.

10. Key, Badge & Security Agreement

Up-Front Property Care or its clients may issue keys, fobs, and/or badges.

Affiliates are responsible for safeguarding all issued items.

• Lost, stolen, or non-returned items may incur replacement fees.

• A fee of $100 will be charged for each key, badge, or fob that is lost, stolen, or damaged due to negligence.

• Affiliates must secure all entries upon departure.

• Only properly identified personnel previously provided to Up-Front Property Care may be present on site during services.

• Visitors, including children and family members, are prohibited.

The Affiliate shall be responsible for damages or security breaches caused by its employees.

11. Remedies

The Affiliate acknowledges that a breach of this Agreement would cause irreparable harm to Up-Front Property Care.

Accordingly, the Company shall be entitled to seek injunctive relief and any other remedies available at law or in equity.

12. Waiver of Lien Rights & Protection of Clients

The Affiliate expressly and unconditionally waives any and all rights to file, register, or maintain any mechanics', materialman's, or artisan's lien against the property of any client of the Company for services or materials supplied under this Agreement.

Any disputes concerning unpaid balances must be addressed solely and directly with the Company.

If any employee or subcontractor of the Affiliate files such a lien, the Affiliate shall immediately take all necessary actions to discharge or bond off the lien at its own expense.

13. Termination

The Company may terminate this Agreement immediately for cause if the Affiliate:

• Breaches any material provision of this Agreement;

• Fails to perform services according to safety or industry standards; or

• Loses required insurance coverage.

Either party may terminate this Agreement without penalty by providing fourteen (14) days' written notice.

Upon termination, the Affiliate shall immediately return all Company property, including:

• Client keys

• Badges

• Security fobs

• Other Company property

14. Reasonableness

The Affiliate acknowledges that the duration, geographic scope, and activities restricted by this Agreement are reasonable and necessary to protect the Company's legitimate business interests, including confidential information and client relationships.

If any provision is found to be unenforceable, a court may modify that provision to the minimum extent necessary to preserve the parties' intent and render it enforceable.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Company's principal place of business is located, without regard to conflict of law principles.

16. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior discussions, negotiations, and agreements relating to the same.

Any amendment to this Agreement must be made in writing and signed by both parties.