This is a practical guide, not legal advice
Contract law and required terms differ by state, and public agencies use their own contract forms. Use this article to understand what belongs in a commercial cleaning agreement and what to ask for, then have a local attorney review your standard agreement once. After that, you reuse it with small changes for every new building.
Why a written commercial cleaning agreement matters
Many small cleaning companies start buildings on a handshake and a monthly invoice. It works until the first dispute: a new floor added without a price change, an unpaid invoice, a missing laptop, a complaint about a task that was never in the scope. Without a written agreement, every one of these becomes your word against the client's.
- It protects your price, because scope changes need a written change order
- It protects your cash flow, because payment terms and late fees are agreed in advance
- It protects your crew, because the client cannot hire your staff away without consequences
- It protects the client, which makes it easier for a facility manager to sign
- It makes the relationship transferable if you sell the company, because contracts are what a buyer pays for
The agreement usually follows the proposal. If you have not built one yet, start with our commercial cleaning proposal template. The proposal sells the work, and the agreement locks it in.
The clauses at a glance
| Clause | What it settles | Common mistake |
|---|---|---|
| Parties and premises | Who signs and which building is covered | Missing floors, suites or outbuildings |
| Scope of work | Which tasks are included | Vague wording like "general cleaning" |
| Frequency and schedule | How often and when each task is done | No distinction between daily and periodic tasks |
| Pricing and escalation | Monthly price and how it changes | No escalation, so wage increases eat the margin |
| Term and renewal | Start date, length, renewal | Silent auto-renewal the client later disputes |
| Termination | How either side can end it | No notice period, or notice only for the client |
| Insurance and bonding | Coverage and limits required | Limits the policy does not actually have |
| Supplies | Who provides what | Consumables assumed included in a flat price |
| Keys and security | Access, alarms, lost keys | Unlimited liability for rekeying the building |
| Quality inspections | How quality is measured and fixed | Complaints with no process to cure them |
| Non-solicitation | Hiring your staff | No clause at all |
| Payment terms | When and how you are paid | No late fee and no right to suspend service |
| Change orders | How scope and price change | Extra work done on a verbal request |
Scope of work: say exactly what you clean
The scope is the heart of the commercial cleaning agreement. Attach it as a schedule and list tasks by area: entrances and lobbies, offices, conference rooms, restrooms, break rooms, hallways and stairwells, and any special areas such as exam rooms or server rooms.
- Use task language a stranger could inspect: "empty trash and replace liners in all offices", not "tidy offices"
- State floor types and what care each gets: vacuum carpet, damp mop hard floors, spot clean carpet
- List exclusions: exterior windows, high dusting above a certain height, biohazard cleanup, move-in and move-out cleaning
- Include square footage and the number of restroom fixtures you priced, so a change in either is clearly a scope change
If the client wrote the scope in a request for proposal, attach their document and your clarifications. Any conflict between the two should be settled in writing before signature.
Frequency and schedule: daily, weekly and periodic tasks
Separate routine tasks from periodic ones. Routine tasks happen on every visit. Periodic tasks happen weekly, monthly, quarterly or yearly, and they are where disputes start if the frequency is not written.
| Task | Typical frequency in an office |
|---|---|
| Trash, restrooms, break room, spot cleaning | Every visit |
| Vacuum all carpeted areas | Every visit or weekly, depending on traffic |
| Dust horizontal surfaces | Weekly |
| High dusting, vents, baseboards | Monthly or quarterly |
| Carpet extraction | Quarterly to twice a year |
| Hard floor strip and refinish | Once or twice a year |
State the service days and time window, for example "Monday to Friday, after 6 pm", and what happens on public holidays. If the client closes the building, say whether the visit is skipped without a credit, rescheduled or credited.
Pricing and escalation
State the monthly price, what it includes and how periodic work is billed. Many companies include routine cleaning in a flat monthly price and quote floor care and carpet extraction separately per service. Either model works as long as the agreement says which one you use.
Escalation is the clause small companies forget most often. Labor is most of your cost, and minimum wages, insurance premiums and supply prices go up. A three-year agreement at a fixed price can go from profitable to underwater by its final year.
- Annual increase tied to a fixed percentage, for example 3 to 5 percent on each anniversary
- Or an increase tied to a published index such as the Consumer Price Index
- Plus a pass-through for mandated wage increases, such as a new state or city minimum wage
- Plus the right to reprice if square footage, occupancy or hours of operation change significantly
If you want to check that the base price holds up before you sign, the janitorial bid calculator shows the labor hours, wages, supplies, overhead and margin behind a monthly number. For a broader look at pricing strategy, read how to bid janitorial contracts.
Term and renewal
Commercial cleaning agreements commonly run for one to three years. Longer terms give you stability and justify investment in equipment and training for the site. State the start date, the length of the initial term and how renewal works.
- Automatic renewal for successive one-year terms unless either party gives notice, often 30 to 60 days before the end of the term
- Or renewal only by written agreement, which gives the client a natural point to rebid
- Escalation applied at each renewal, so the price does not stay frozen
Automatic renewal works in your favor, but some clients dislike it. If you use it, make it visible, not buried in the last page, so no one can argue they did not see it.
Termination for convenience and the 30 day notice
Most commercial clients will insist on the right to end the agreement without cause. This is termination for convenience, and it is standard in facility contracts. Accept it, but make it mutual and give both sides enough notice to plan.
- Termination for convenience by either party with 30 days' written notice is the most common arrangement
- Termination for cause when the other side breaches and does not cure within a stated period, for example 10 days after written notice
- Payment for all services performed up to the termination date
- Return of keys, access cards and client property within a set number of days
- Recovery of the unamortized cost of equipment you bought specifically for the site, if you made such an investment
The cure period matters. Without it, a client can terminate "for cause" after a single missed trash can. With it, a complaint must be written, specific and left unresolved before it becomes grounds for ending the contract.
Insurance and bonding
State the insurance you carry and what the client can require. Commercial clients typically ask for general liability, workers' compensation and commercial auto, and many ask to be named as additional insured. Office, bank and medical clients often want a janitorial bond that covers theft by employees.
- List limits you actually hold, and check them with your agent before signing
- Agree to provide a certificate of insurance on signature and on each renewal
- Keep a mutual indemnification clause, where each side covers losses caused by its own negligence
- Avoid broad indemnities that make you liable for incidents you did not cause
Public agencies and some large property managers also require bid or performance bonds. See the bonding section of how to win government cleaning contracts for how those work.
Supplies and equipment
Say who supplies what. The usual split: the cleaning company brings equipment and cleaning chemicals, and consumables such as paper towels, toilet tissue, hand soap and can liners are either supplied by the client or supplied by you and billed.
- If you supply consumables, bill them at cost plus a handling percentage, or include a stated allowance in the monthly price
- Name approved products if the client has green cleaning or allergy requirements
- Agree on storage space on site for your equipment and chemicals, with a lockable closet if possible
- Clarify who repairs building equipment you use, such as a janitorial sink or a floor drain
Keys, alarm codes and security
Night cleaning means access to an empty building. The agreement should cover how access is granted and what happens when something goes wrong.
- A key and access card log, signed by the client and by your supervisor
- Your procedure for alarm arming and disarming, and who pays false alarm fees caused by your staff
- Your liability for lost keys, ideally capped at the cost of rekeying the affected locks
- Background checks on staff entering the site, if the client requires them
- Rules for restricted areas, confidential documents and client property on desks
Quality inspections and complaints
Quality disputes end more cleaning contracts than price. Write a process that turns complaints into fixes, not arguments.
- Scheduled joint inspections, monthly at first and quarterly once service is stable
- A written inspection checklist based on the scope, with a score per area
- A single channel for complaints, such as email to your supervisor, with a response time
- Corrective action within a stated time, often the next scheduled visit
- Records of inspections and fixes kept by both sides
A clear inspection process also protects you from a client who wants a lower price and uses vague complaints to get it.
Non-solicitation of staff
Your trained, trusted cleaners are your most valuable asset, and a client who likes them may try to hire them directly or through another vendor. A non-solicitation clause prevents the client from hiring your staff during the agreement and for a period after it, often 6 to 12 months. Many agreements add a placement fee instead of an outright ban, for example a set amount per employee hired. Check your state's rules, because some states limit how these clauses can be enforced.
Payment terms
State when you invoice, when payment is due and what happens if it is late.
- Invoice monthly in advance or in arrears, and say which
- Payment due within 15 or 30 days of invoice
- A late fee or interest on overdue amounts, as allowed in your state
- The right to suspend service after a stated period of nonpayment and written notice
- Accepted payment methods, with electronic payment preferred
Invoicing in advance improves your cash flow significantly on a new account. Many facility clients accept it for routine monthly service, while periodic work is billed after completion.
Change orders
Scope changes are normal: a tenant moves in, a floor is renovated, the client asks for a day porter. The agreement should require every change to be written and priced before the work starts.
- A simple change order form with the new task, frequency, price and start date
- Signature by someone with authority on the client side
- Emergency work, such as a flood cleanup, allowed on verbal request but confirmed in writing within a set time
- A rule that unpriced extra work requested by the client is billed at your standard hourly rate
Putting your commercial cleaning agreement to work
- Keep one master agreement with your standard clauses and attach a site-specific scope, schedule and pricing page for each building
- Send the agreement with your proposal, so the client reviews both at once
- Keep a calendar of renewal dates, escalation dates and insurance renewals for every account
- Review the scope at every renewal and reprice if the building has changed
- Store signed copies where your whole office can find them
A clean agreement is also a sign of professionalism. Facility managers who receive a clear scope, pricing table and terms together tend to compare you favorably with companies that send a one-page quote.