Agreement (template)

Independent Cleaning Partner Agreement

Form of agreement, effective November 2, 2026. This is the form of agreement; it is not signed, and the blanks are completed for each customer. It is shown so you can read the terms before you agree. See also the Terms of service.

This Independent Cleaning Partner Referral and Coordination Agreement (this "Agreement") is between LIKE A KING INC., a New York corporation doing business in California as Clarté (the "Company"), and the independent business named below (the "Partner").

Key Terms

1. Definitions and Interpretation

1.1 Definitions. "Client" means a person or business that asks the Company for cleaning services in an area where the Partner operates and that consents to a referral. "Introduced Job" means a job for a Client that the Company introduced to the Partner under Section 4. "Referral" means an introduction under Section 4. "Partner Personnel" means the Partner's owners, employees and subcontractors. "Access Credentials" means keys, codes and other means of entry to a Client's premises. "Client Data" means personal information about a Client, including addresses, schedules and Access Credentials. "Compliance Documents" means the documents listed in Annex 1. "Network" means the group of businesses to which the Company makes Referrals.

1.2 Interpretation. Headings are for convenience only; "including" means "including without limitation"; and references to a law include it as amended. Neither party is the drafter for purposes of construction.

2. Independent Business Relationship (Labor Code Section 2776)

2.1 Business-to-business. This Agreement is between two independent businesses. The Partner is a "business service provider" and the Company a "contracting business" within the meaning of Labor Code section 2776, to the extent that section applies. The Partner is not an employee, agent, franchisee, joint venturer or partner of the Company, and neither party can bind the other.

2.2 The Partner's representations. The Partner represents and warrants, and will continue to meet throughout this Agreement, each of the twelve criteria in Labor Code section 2776(a), as set out in Annex 1, including that it: (a) is free from the Company's control and direction; (b) performs its work for Clients under its own name through its own employees and regularly contracts with other businesses; (c) has a written contract with each Client stating its price and payment due date; (d) holds every business license and tax registration the law requires where the work is performed; (e) maintains a business location separate from the Company's; (f) is customarily engaged in an independently established cleaning business; (g) is free to contract with others and keep its clientele; (h) advertises and holds itself out to the public as available to provide cleaning services; (i) supplies its own tools, vehicles and equipment; (j) sets its own rates; (k) sets its own hours and work methods; and (l) does not perform work for which a contractor's license from the Contractors State License Board is required.

2.3 Partner's employees. The Partner is the employer of Partner Personnel who are workers. The Partner is solely responsible for hiring, scheduling, supervising, training, disciplining and paying them (including wages, overtime, meal and rest premiums, paid sick leave, expense reimbursement and taxes), for providing wage statements and notices (including under Labor Code sections 226 and 2810.5), and for workers' compensation insurance, unemployment and disability contributions, harassment-prevention and safety training, and every other legal obligation as an employer. The Partner will treat as employees every individual who is not itself a bona fide business, and will not label an employee as a contractor.

2.4 No Company control. The Company does not and will not: hire, interview, schedule, assign, direct, train, supervise, evaluate, discipline or terminate Partner Personnel; set their pay or hours; supply their uniforms, tools or vehicles; require them to display the Company's name or logo; give them work rules; or pay them. The Company's communications go to the Partner's designated manager only.

2.5 Partner's name. The Partner will perform all services and invoice Clients under the Partner's own name. The Partner will not hold itself or its personnel out as employees or agents of the Company. The Partner may state truthfully that it receives referrals through the Company's Network.

2.6 Commercial services. If the Partner performs janitorial services at commercial premises, the Partner will hold a current and valid janitorial contractor registration with the California Labor Commissioner (Labor Code section 1420 and following) before starting, provide the required training to its covered workers, and give the Company a copy of its registration. The Company will not refer commercial work to a Partner that is not registered.

3. Partner Standards (Eligibility and Insurance)

3.1 Conditions of joining. The Partner will give the Company the Compliance Documents in Annex 1 before the first Referral and on each anniversary and on request after a lapse or a complaint: proof of its business license or registration, tax identification, payroll evidence for its employees, current workers' compensation insurance (or a valid certificate of exemption where the law allows), commercial general liability insurance, commercial auto insurance if it uses vehicles, a crime or employee dishonesty coverage for services in private homes, janitorial registration (commercial work), and its form of Client contract.

3.2 Insurance. The Partner will maintain, at its own cost, at least: commercial general liability __________; workers' compensation as the law requires and employer's liability __________; commercial auto __________; and employee dishonesty / third-party crime __________; with the Company named as certificate holder and, on request, additional insured. Limits are floors and the Partner decides whether to carry more.

3.3 Background and training. The Partner is responsible for lawfully screening its own personnel, in compliance with the Fair Chance Act, the Fair Credit Reporting Act and the California Investigative Consumer Reporting Agencies Act, and for training them. The Company does not screen or train Partner Personnel.

4. Referrals; Client Consent Before Referral

4.1 Client consent first. The Company will refer a Client to the Partner only after the Client has consented, through the Company's app, to being referred to an independent business, to the Company sharing the Client's name, service address, scheduling needs and, only after the Client accepts the Partner, Access Credentials, and to the disclosures in Section 5.3. The Company will not share Client Data before that consent.

4.2 No obligation. The Company does not promise any volume of Referrals. The Partner may accept or decline any Referral and may stop receiving Referrals at any time. The Company may stop sending Referrals at any time.

4.3 Contract between Partner and Client. If the Client accepts the Partner, the Partner and the Client contract directly. The Partner sets its price, terms, scope, schedule and cancellation policy, subject to the law, and will give the Client a written contract before work that states the price, payment due date and the Partner's insurance, and complies with the Consumers Legal Remedies Act, the Automatic Renewal Law where the Partner offers recurring plans, and all other consumer laws. The Company is not a party to that contract and does not guarantee or warrant the Partner's work.

4.4 Coordination. The Company may coordinate by confirming appointments, forwarding messages and tracking quality feedback, always at the Partner's request or the Client's request and never by directing Partner Personnel.

5. Referral and Coordination Fee

5.1 Fee. For each Introduced Job, the Partner will pay the Company a referral and coordination fee equal to the percentage in the Key Terms of the amounts the Partner invoices the Client for services performed during the first twelve (12) months after the Client's first Visit with the Partner, excluding taxes and tips, which belong to the individual who earned them.

5.2 Payment. The Partner will report Introduced Job revenue each month through the Company's app and pay the fee within fifteen (15) days after the Partner issues its invoice to the Client, or by processor split where available. The Partner will keep records for four (4) years and the Company may audit them under Section 13.

5.3 Disclosure to Clients. The Company will tell each Client, before it consents to a Referral, that the Company receives a referral and coordination fee from the Partner if the Client uses the Partner, that the Partner is independent, and that the Client may choose any other cleaner. The Partner will not tell any Client that there is no fee and will not charge the Client a higher price because of the fee than it charges comparable clients who do not come through the Company.

5.4 No fee on employees' pay. The fee is paid by the Partner as a business. The Partner will not deduct, charge or pass any part of it to Partner Personnel.

6. Data Protection for Client Information and Access Codes

6.1 Service-provider terms. The Partner receives Client Data to perform the services the Client requests, and the Company receives Partner data to make Referrals. Each party will use Client Data only for the purposes the Client consented to, will not sell or share it for advertising, will not combine it with other data except as the law permits, and will comply with the California Consumer Privacy Act to the extent it applies. The Partner will tell the Company and the Client if it can no longer comply.

6.2 Access Credentials. The Partner will hold Access Credentials only in a secure system (not on paper, text messages or personal notes), limit them to Partner Personnel assigned to the job, never copy or photograph them, never reuse them, require the same obligations of its Personnel in writing, return or delete them when the Client ends service, and notify the Company and the Client within one (1) hour after learning of loss or unauthorized use.

6.3 Security incidents. The Partner will notify the Company without unreasonable delay, and in any event within forty-eight (48) hours, of a breach of Client Data, and will cooperate with the Company and the Client. The Partner is responsible for notices the law requires from it (Civil Code section 1798.82).

6.4 Deletion. On termination or at the Client's request the Partner will delete Client Data it received from the Company, except records the law requires it to keep, and certify deletion on request.

6.5 Recording. The Partner will not place cameras or recorders in Client homes and will comply with Penal Code section 632.

7. Quality Standards Without Control of the Partner's Employees

7.1 Outcome standards. The Partner will provide services in a good and workmanlike manner and will meet the following outcome standards for Introduced Jobs: arrive within the window agreed with the Client; complete the scope the Client contracted for; leave the premises secure; correct a valid complaint at its own cost within forty-eight (48) hours; and hold the Client's complaint rate below __________ per hundred jobs over a rolling six months. How the Partner meets these standards, who works on each job, what they are trained on and what they wear, is for the Partner alone.

7.2 Measurement. The Company measures quality by Client feedback and complaint data and shares it with the Partner's manager. The Company will not contact Partner Personnel about performance.

7.3 Remedies against the Partner as a business. If the Partner misses an outcome standard, the Company may: ask the Partner to resolve the Client's complaint; credit the Client and require the Partner to reimburse the credit; pause Referrals; or remove the Partner from the Network on written notice. The Company will not discipline, direct or replace any Partner employee.

8. Insurance and Indemnity (Mutual)

8.1 Partner indemnity. The Partner will indemnify, defend and hold harmless the Company from third-party claims, including by Clients, Partner Personnel and government agencies, and resulting losses and reasonable attorney's fees, to the extent arising from the Partner's services, the acts or omissions of Partner Personnel, the Partner's breach of this Agreement or violation of law, or any claim that the Partner's workers are the Company's employees.

8.2 Company indemnity. The Company will indemnify, defend and hold harmless the Partner from third-party claims, and resulting losses and reasonable attorney's fees, to the extent arising from the Company's negligence or willful misconduct, the Company's breach of this Agreement or violation of law, or the Company's disclosures to Clients or sharing of Client Data without the Client's consent.

8.3 Procedure; proportion. Each indemnity applies in proportion to fault, requires prompt written notice, and allows the indemnifying party to control the defense with counsel reasonably acceptable to the other, and neither party may settle a claim that imposes obligations on the other without its consent, not unreasonably withheld.

8.4 Limit. Neither party is liable to the other for indirect, special or consequential damages, except for indemnified third-party claims, breach of Section 6, fraud, willful misconduct or any liability the law does not allow a party to limit (Civil Code section 1668).

9. Intellectual Property and Publicity

Each party keeps its own names and marks. The Partner may state that it is "in the Clarté Network" using the Company's written guidelines, and the Company may list the Partner's business name and service area in its app. Neither party may imply the other employs it or guarantees its work.

10. Introduced Jobs; Limited Non-Circumvention

10.1 The Partner is free to serve any person, including Clients the Company introduced, and the Company is free to refer to anyone. Nothing in this Agreement restricts the Partner from working for any person or competing with the Company (Business and Professions Code section 16600).

10.2 If the Partner serves a Client that the Company introduced to the Partner during the twelve-month period in Section 5.1 through any channel, including directly and without the Company, the fee in Section 5 is payable on that Client's invoices through the end of that period. After that period no fee is due for that Client. This Section is a payment term, not a restraint, and the Company will not claim any other remedy for the Partner serving an introduced Client.

11. Term and Termination

11.1 Term. This Agreement begins on the Effective Date and continues until terminated.

11.2 Convenience. Either party may terminate on thirty (30) days' written notice. Pending Introduced Jobs continue to completion, and Section 5 applies.

11.3 Immediate termination. The Company may remove the Partner from the Network immediately, on written notice, if the Partner's insurance or required registration lapses, the Partner loses a required license, the Partner is found to have misclassified workers or violated wage-and-hour or safety law, the Partner mishandles Client Data or Access Credentials, or the Partner is the subject of a credible report of theft, violence or harassment toward a Client. The Partner may terminate immediately if the Company breaches Section 6 or fails to pay an amount it owes.

11.4 Effect. On termination the Company will stop sending Referrals, the Partner will return or delete Client Data under Section 6.4, and each party pays amounts accrued.

12. Compliance and Compliance Audit

12.1 Annual and event-driven review. The Partner will provide updated Compliance Documents annually and within five (5) business days after a request following a complaint, claim, notice of violation or lapse.

12.2 Audit. The Company may, on ten (10) days' written notice and not more than twice a year (or at any time after a credible complaint), review the Compliance Documents and the Partner's records of Introduced Job revenue. The Company will not review payroll or personnel records of individual Partner Personnel and will not interview them. The Partner may redact personal information. The reviewer must be bound by confidentiality, and the Company will bear its own costs unless the review finds an underpayment of more than five percent (5%) or a material compliance failure, in which case the Partner reimburses the reasonable cost.

12.3 Self-reporting. The Partner will notify the Company within five (5) business days of any lapse in insurance, license or registration, any claim of misclassification, and any government investigation concerning its labor practices that could affect Clients.

13. Confidentiality

Each party will keep the other's non-public business information confidential and use it only for this Agreement. Nothing in this Agreement prevents any person from discussing wages, hours or working conditions, disclosing unlawful acts, or communicating with a government agency.

14. General Provisions

14.1 Governing law; disputes. California law governs. The parties will first discuss a dispute in good faith for fifteen (15) days, then mediate in Los Angeles County, then litigate in the courts of Los Angeles County; the prevailing party recovers reasonable attorney's fees (Civil Code section 1717). No pre-dispute jury waiver applies.

14.2 Entire agreement; amendment. This Agreement and its Annex are the entire agreement. Amendments must be in writing or accepted electronically by both parties.

14.3 Severability; no waiver; assignment; force majeure. If a provision is unenforceable the rest remains in effect. Failure to enforce is not a waiver. Neither party may assign without consent, except the Company to a successor to its business. Neither party is liable for delay beyond its reasonable control, but payment is not excused.

14.4 Notices; counterparts; e-signature. Notices go through the Company's app and the email on file. This Agreement may be signed electronically and in counterparts (Civil Code section 1633.7).

14.5 Survival. Sections 2.3, 5, 6, 8, 10, 13 and 14 survive.

Signatures

☐ I confirm that I have read Annex 1 and that my business meets each of the twelve criteria today

Partner authorized signer signature : ____________________

Printed name and title of Partner signer : ____________________

Date signed by Partner : ____________________

Company authorized officer signature : ____________________

Printed name and title of Company officer : ____________________

Date signed by Company : ____________________

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Annex 1. Labor Code Section 2776 Compliance Checklist (Collect at Onboarding; Refresh Annually)

Each criterion is a statutory condition; evidence is what the Company keeps on file. The Company records the date reviewed and reviewer. If any item cannot be shown, do not refer work until counsel advises.

Additional documents to collect (Section 3)