Vendor Agreement Template

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Northwind Traders, Inc.

Vendor Agreement

March 1, 2025

Vendor Agreement

EffectiveMarch 1, 2025

TermsNet 30

Term12 months

Buyer

Northwind Traders, Inc.

200 Tech Park, Boston, MA 02110

Vendor

CleanRight Services LLC

45 Dorchester Ave, Boston, MA 02127

This Vendor Agreement (the "Agreement") is made as of March 1, 2025 (the "Effective Date") between Northwind Traders, Inc. ("Buyer") and CleanRight Services LLC ("Vendor").

1. Term

This Agreement begins on the Effective Date and continues for 12 months. It then renews for successive 12-month periods unless either party gives notice of non-renewal at least 30 days before the current period ends.

2. Goods / Services

Vendor shall provide the following to Buyer: weekly office cleaning services for the Boston headquarters, including common areas, restrooms, and conference rooms.

3. Pricing and Payment

Buyer shall pay Vendor $1,850 per month for the services described in Section 2 (the "Fees"). Vendor may change the Fees only by written amendment signed by both parties. Vendor shall invoice monthly in arrears, and Buyer shall pay undisputed amounts within 30 days after receiving a valid invoice. Buyer shall notify Vendor in writing of any disputed amount within 30 days after receipt, and the parties shall work in good faith to resolve it.

4. Warranties

Vendor warrants that (a) the services will be performed in a professional and workmanlike manner by trained personnel, consistent with generally accepted industry standards; (b) any goods will conform to the agreed specifications and be free from material defects for 90 days after delivery; and (c) Vendor will comply with all laws applicable to its performance. If Vendor breaches these warranties, Vendor shall, at its option and expense, re-perform the services, repair or replace the goods, or refund the Fees paid for the nonconforming portion.

5. Insurance

Vendor shall maintain, at its own expense and at all times during the term of this Agreement: commercial general liability insurance of at least $1,000,000.00 per occurrence; statutory workers' compensation insurance; and any other coverage required by law. Vendor shall add Buyer as an additional insured on its commercial general liability policy by endorsement, maintain automobile liability insurance of at least $1,000,000.00 if Vendor uses vehicles in performing this Agreement, and deliver a certificate of insurance and the endorsement before starting and on request.

6. Limitation of Liability

Except for Buyer's obligation to pay the Fees, a party's indemnity obligations, breach of confidentiality, gross negligence, willful misconduct, or liability for bodily injury or damage to tangible property, (a) neither party is liable for indirect, incidental, consequential, special, or punitive damages, and (b) each party's total liability under this Agreement will not exceed the Fees paid or payable in the 12 months before the claim arose.

7. Indemnification

Each party shall defend, indemnify, and hold harmless the other party from third-party claims for bodily injury, death, or damage to tangible property to the extent caused by its negligence or willful misconduct or that of its personnel. Vendor shall also defend Buyer against third-party claims that the goods or services, as provided by Vendor, infringe intellectual property rights, and pay the resulting damages and costs.

8. Termination

Either party may terminate this Agreement for convenience on 30 days' written notice, or immediately for material breach uncured after 15 days' notice of breach. Termination does not relieve either party of obligations accrued before the effective date of termination. On termination, Buyer shall pay for goods delivered and services performed through the termination date, and each party shall return the other's property and Confidential Information.

9. Independent Contractor

Vendor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

10. Confidentiality

Each party shall use the other party's non-public business, technical, and personal information disclosed under this Agreement ("Confidential Information") only to perform this Agreement, protect it with at least reasonable care, and disclose it only to personnel and advisors who need to know it and are bound by similar obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party, and a party may disclose Confidential Information whe

11. General

This Agreement is governed by the laws of the State of Massachusetts, without regard to conflict-of-laws rules. Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business. Vendor shall not subcontract its obligations without Buyer's written consent and remains responsible for its subcontractors. Notices must be in writing and delivered to the addresses above. This Agreement is the parties' entire agreement about its subject matter and supersedes all prior understandings, and may be amended only in a writing signed by

IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.

Buyer

Jordan Ellis

Director of Facilities, Northwind Traders, Inc.

Vendor

Dana Morales

Owner, CleanRight Services LLC