SELLNIS CORP dba THOROUGH & SWIFT CLEANING INDEPENDENT CONTRACTOR AGREEMENT

SELLNIS CORP dba THOROUGH & SWIFT CLEANING INDEPENDENT CONTRACTOR AGREEMENT 1. This Independent Contractor Agreement is hereby made between SELLNIS C...
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SELLNIS CORP dba THOROUGH & SWIFT CLEANING INDEPENDENT CONTRACTOR AGREEMENT

1. This Independent Contractor Agreement is hereby made between SELLNIS CORP dba Thorough & Swift Cleaning and ______________________________________________(Independent Contractor). 2. The relationship of the parties hereto is that of independent contractors. Independent Contractor shall conduct its business as an independent contractor, and all persons employed in the conduct of such business shall be Independent Contractor’s employees only, and not employees or agents of Thorough & Swift Cleaning. Independent Contractor represents that it is not dependent on Thorough & Swift Cleaning for a major part of its business. In the provisions of services pursuant to this Agreement, neither Independent Contractor or such person has the authority to bind Thorough & Swift Cleaning to any obligations or make any representations, promises, or agreements on behalf of Thorough & Swift Cleaning, unless specifically authorized in writing by Thorough & Swift Cleaning to do so. Independent Contractor shall control, direct, and supervise his/her own agents, employees and representatives and shall assume full responsibility for complying with all federal and state laws governing the payment of his/her employee wages, benefits, and taxes. 3. Independent Contractor agrees to maintain adequate Workers Compensation coverage at all times. 4. Independent Contractor agrees to maintain adequate General Liability Insurance/Bonding at all times. 5. Independent Contractor is aware of and acknowledges that he/she is responsible for the payment of all appropriate local, state, federal and payroll taxes. 6. Thorough & Swift Cleaning will provide agreed upon accounts to Independent Contractor. Said accounts to be serviced in accordance with the attached customer work specifications. Thorough & Swift Cleaning agrees to pay Independent Contractor an agreed upon dollar amount per account or job. 7. In the event Independent Contractor chooses to terminate this Agreement, all obligation of both parties will terminate simultaneously. However, Independent Contractor agrees to give at least one-week notice of his/her intent to terminate this Agreement. If said notice is not given the Independent Contractor shall bear the costs that are incurred by Through & Swift Cleaning to service the abandoned accounts. Said cost shall be deducted from any monies due Independent Contractor. The main cost that is incurred by Thorough & Swift Cleaning is labor expense. The billable rate for said labor is $25 per hour. 8. Thorough & Swift Cleaning reserves the right to terminate this Agreement in the event the quality of services does not meet the quality standards of Thorough & Swift Cleaning or the customer. The Work Specifications will be used as a guideline for determining satisfactory compliance. Independent Contractor agrees to return all property of Thorough & Swift Cleaning or Customer’s property immediately upon termination of the agreement. Property is primarily expected o be keys, card swipes, pagers, etc. If property is not returned, or, if a Thorough & Swift employee has to pick up the property, the Independent Contractor shall incur and be charged back for any and all costs associated with the return of the property. 9. Independent Contractor at his/her expense shall provide all equipment, clothing, supplies, and transportation required to fulfill the cleaning contracts. 10. The attached Restrictive Covenant Not to Compete and Chargeback sheet will be executed and made a part of the Independent Contractor Agreement.

__________________________________________________ SELLNIS CORP dba Thorough & Swift Cleaning Date

_______________________________________________ Independent Contractor Date

INDEPENDENT CONTRACTOR ACKNOWLEDGEMENT 1. Independent Contractor Invoicing: Invoices are to be turned in on the first of every month. All checks will be mailed on the 30th of the month for the proceeding months work. Invoices received after the 6th will be subject to a $50.00 processing fee. 2. Hourly Independent Contractors: Time Sheets must be submitted at the end of each week no later than Saturday at 3 PM. Time Sheets received after Saturday at 3 PM will result in contractor not being paid on scheduled pay date. 3. A Workers Compensation certificate must be provided prior to the account start up. This initial cost is $50.00 per application. A current Workers Compensation certificate must be here on file thereafter. 4. All contractors must have an active pager or cell phone. If you are paged/contacted, an immediate response is required. 5. General Liability Insurance/bonding – Proof of General Liability Insurance & Bonding is required. If you would like THOROUGH & SWIFT Cleaning to provide insurance/bonding, there will be a monthly cost of $75 to you. This will provide general liability insurance/bonding for you as a subcontractor on accounts that you clean for THOROUGH & SWIFT CLEANING only.

______________________________________________________________________ Independent Subcontractor Signature Date ______________________________________________________________________ SELLNIS CORP dba Thorough & Swift Authorized Signature Date

SELLNIS CORP dba Thorough & Swift Cleaning

Confidentiality and Non-Competition Agreement This confidentiality and non-competition agreement is made as of __________(date) between SELLNIS CORP dba THOROUGH & SWIFT CLEANING (hereinafter referred to as the “Company”, and ________________________ (hereinafter referred to as the “Independent Contractor.) 1. The Company has developed a unique system of doing business involving commercial office and industrial cleaning under the name “THOROUGH & SWIFT Cleaning” in the Columbus area (the “Business”). Pursuant to an Independent-Contract Agreement dated ___________________________, the Company has contracted such business for certain account of the Company to the Independent Contractor. This Agreement is entered into in consideration of the Independent-Contract and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. 2. Independent Contractor acknowledges the receipt of confidential information, such as operating procedures for the Business, client lists, and pricing lists, disclosure of which would be detrimental to the Company. This list of confidential matters is illustrative and does not include all matters identified as confidential by the Company. All confidential matters shall e deemed Trade Secrets under Ohio law. 3. Independent Contractor agrees to hold in strict confidence the information described in paragraph 2. Independent Contractor will not disclose such information to non-affiliates, and will use it only in connection with duties to the company as an Independent Contractor, unless the Company otherwise agrees in writing. 4. Independent Contractor agrees that it will not, for it self or for any competitor of the Company, solicit or accept business from any current or former client or account of the Company, including, without limitation, the accounts serviced by the Independent Contractor under any Independent Contract with the Company. Independent Contractor further agrees that it will not employ, solicit, recruit, or assist others to solicit or recruit, any employee/subcontractor who worked for the Company during any time period when the Independent Contractor was under contract with the Company. Such assistance includes identifying to competitors persons working for the Company who have knowledge of confidential information regarding the Company’s business. Independent Contractor agrees that business solicitation and employment solicitation as described in this paragraph shall be prohibited to two (2) years following the termination of any Sub-Contract agreement with the Company. Independent Contractor agrees that the non-competition and non-solicitation obligations contained in the Agreement shall be extended by any length of time during which Independent Contractor has been in breach of any of the provisions contained herein. It is the intent of the parties that all non-competition provisions in the Sub-Contract Agreement be enforced to the maximum extent possible. 5. Independent Contractor acknowledges that any violation of the Agreement by Independent Contractor will cause the Company irreparable harm and consents to the issuance by a court of competent jurisdiction of an injunction enforcing this Agreement. Due to the importance of the Agreement to the Company, any claim of Independent Contractor against the Company is a separate matter and does not entitle the Independent Contractor to violate this agreement. If any of the covenants or restraints provided in this Agreement is adjudicated to be excessively broad or otherwise unenforceable, said covenant or restraint shall be reduced to whatever extent is reasonable and shall be enforced to such reduction. Any provisions of this Agreement not so reduced shall remain in full force and effect. 6. This agreement shall be interpreted, enforced and construed under the laws of the State of Ohio. This Agreement shall be binding on the Independent Contractor heirs, legal representatives, and assigns, and shall insure to the benefit of any successors and assigns of the Company. This agreement shall not be modified or changed without prior written consent of both parties. The Independent Contractors obligations hereunder shall remain in effect for both during the Sub-Contract and thereafter, whatever the reason for termination of such Sub-Contract and shall survive any termination of this Agreement. __________________________________________________ SELLNIS CORP dba Thorough & Swift Cleaning Date

_______________________________________________ Independent Contractor Date

SELLNIS CORP dba Thorough & Swift Cleaning

CHARGEBACKS Pursuant to an Independent Contractor Agreement dated ________________. The following is a list of potential chargebacks that you may incur: 1. NO SHOWS: If you do not show up to clean on a scheduled cleaning day, you will not be paid for that day. You will be charged a minimum of $100 per account per no show. 2. TRASH: The replacement cost of any item that is inadvertently thrown away that should not have been. 3. KEYS: The cost to replace keys, card swipes, and re-keying of locks, due to lost keys, or due to keys not being returned on time. 4. ALARM CHARGES: If you set off an alarm by mistake, the customer is usually charged a fee by the local police department. Any alarm charges will be passed on to you. 5. UNCOMPLETED WORK: You will not be paid for any job that you start, but do not finish. Signed customer job completion sign off sheets must be turned in with invoices to get paid for extra project/specialty work. 6. RETURNING OF KEYS: You must return all keys to our office the day after your last night of cleaning. If we have to pick up the keys, we will charge you a trip charge of $100. 7. NOTICE: You must give a five (5) day notice prior to terminating the cleaning of an account. (See Independent Contract Agreement) 8. DAMAGES: Any property damage that is caused by you or any of your employees (subcontractors,etc.) shall be deducted. If an insurance claim is filed, you are responsible for the deductible. 9. EQUIPMENT: The cost of all equipment that is sold to you shall be deducted from future earnings. 10. INVOICES: Invoices are due on the first of every month. If invoices are received after the 6th of the month, a $50 processing fee will be charged. 11. MISCELLANEOUS: Any other costs, expenses or loss of income that we incur as a result of any negligent act on your behalf. If an account is cancelled due to negligence on your part i.e. not following specs, not showing up on scheduled cleaning days, etc. You will not be paid for the month that the contract was not fulfilled.

Acceptance of Agreement of Chargebacks: __________________________________________________ SELLNIS CORP dba Thorough & Swift Cleaning Date

_______________________________________________ Independent Contractor Date _______________________________________________ Independent Contractor Date

SELLNIS CORP dba THOROUGH & SWIFT CLEANING: GENERAL GUIDELINES The following items are meant to be used as a guide. This does not cover every situation that you may incur, but should help answer some of your questions. 1. CHILDREN: Children under the age of 16 are not permitted in any location. They are not covered by any type of insurance and would therefore put you, SELLNIS CORP/THOROUGH & SWIFT CLEANING and our client in a potential risk situation. 2. NO SHOW: No shows are not permitted. If you are not able to clean your account, it is your responsibility to find a replacement. Names of all “replacements” must be on record at our office. 3. EXTRA WORK: If a customer requests any additional work outside of the original specifications, you should notify us immediately. If you are not sure about a proper procedure or have a question – call us! 4. VACATION/SICK DAYS: If you are going out of town or if you get sick you must notify us. It is your responsibility to find a new crew for your accounts. 5. CONTACT: If you run across anything out of the ordinary or encounter an uncomfortable situation, you should call us at the phone number provided to you by Sellnis Corp dba Thorough & Swift Cleaning. 6. RETURNING CALLS/PAGES: All subcontractors are required to have a pager or cell phone. If we page you, you have to return the call within one hour. We only page you when we need to talk to you about your accounts. 7. WORKERS COMP: All contractors are required to maintain and show proof of adequate and current Workers Compensation coverage. 8. GENERAL LIABILITY INSURANCE/BONDING: All contractors are required to maintain and show proof adequate insurance. 9. LIST OF HELPERS: A current list of all employees must be maintained at our office. We need their name, address, phone, SS#, and police report. If you allow unauthorized people in your accounts, you will be subject to termination. 10. LOCKING ALL DOORS: Entrance doors must be locked at all times. Once you enter, lock the door behind you. Make sure that the door is locked when your leave the account. 11. ADMITTING PEOPLE: You are not to admit anyone in any client’s/account’s location. 12. USE OF EQUIPMENT: You are not permitted to use any customer equipment unless they have specifically given you permission to do so. Customer phones are not to be used. 13. REPORTING: You should document in a logbook or write a note to the customer about any unusual situations. FOR EXAMPLE: flooding, smoke, clogged plumbing, or any other maintenance problems that you become aware of. Please call the phone number provided to you by Sellnis Corp dba Thorough & Swift Cleaning in case of an emergency. 14. PERSONAL PROPERY: If you find money, jewelry, wallets, etc. , document what you found and leave them in an envelope on your “contacts” desk with a note. 15. MANNERS: You are to be polite and courteous to building tenants at all times. If a tenant is rude to you let us know about it the next day. We will contact the customer to resolve the situation. 16. TRASH: Only throw away trash in a container. Do not throw away items sitting on top of containers. Do not throw away any boxes unless they are labeled as trash. If you are not sure whether an item is trash or not, do not throw it away. 17. REMOVAL OF ITEMS: Occasionally, a customer will put their property in a trash container to be thrown away. Yu may perceive avalue to the discarded items, however, before you take anything home you should get your customers permission to do so. 18. COMMUNICATION: It is imperative that you maintain communication with us and the customer in regards to any situation that youare not sure about. __________________________________________________ Date SELLNIS CORP dba Thorough & Swift Cleaning

_______________________________________________ Independent Contractor Date