The janitorial contract: what a commercial cleaning agreement should say

01

What a janitorial contract is, and which law governs it

A commercial cleaning contract, often called a janitorial services agreement, is a contract for services between a business and a professional cleaning service: the contractor supplies labor, supervision, equipment and usually supplies to keep a building clean to an agreed standard, and the customer pays for it. The contractor is usually called a building service contractor in the trade.

No federal statute sets out what a private janitorial contract must say. It is governed by ordinary contract law in the state whose law it chooses, much of it made by the courts. Where the contract is silent, a court fills the gap with general rules that neither party chose, which is why the written terms matter so much.

State law does reach into janitorial contracts in specific places, and the reach is growing, as section 04 shows.

Public buyers write their own terms: a federal janitorial contract is built from standard clauses in the Federal Acquisition Regulation, and states, cities and school districts use their own. The federal clauses are still a useful model for a private contract, because they were written to settle the same arguments.

02

What a commercial cleaning contract should cover

Templates vary, but a janitorial contract that will hold up usually has these parts, whether in one document or in a master agreement with schedules attached:

• The parties and the premises: the legal names of both parties, the building address, and exactly which floors, areas and square footage are in scope, including any exterior areas.
• The scope of work: what is cleaned, how often and to what standard, usually by area type (see the janitorial scope of work guide).
• Hours and access: when crews may work, and how keys, cards and alarm codes are issued and returned.
• Supplies and equipment: who provides paper, soap, liners and chemicals, and how consumables are billed.
• Price and payment: a monthly fee, an hourly rate or a per-task price; how extra work is priced; payment terms; and how the price may change, for example on a minimum wage increase.
• Performance standards and inspection: how the customer will judge the work, who inspects, how often, and what happens when something is missed.
• Staffing and supervision: the named account manager, supervision on site, and background checks where the building needs them.
• Safety: the contractor's safety program and how chemical information is shared.
• Insurance and indemnity: the policies and limits required, and who bears which losses.
• Term, renewal and termination: the length of the term, how it renews, and how either side may end it.
• Compliance: the contractor's duty to follow employment, wage and safety law, and any state registration it must hold.
• Records and reporting: what the contractor records and reports, and who owns the records.

Many contracts begin as the cleaning company's proposal. If the cleaning proposal is attached or referred to, say which document wins where the proposal and the contract disagree, so a promise made in the sale is either kept in the contract or left out on purpose.

The first two or three parts decide almost every dispute. "Clean restrooms nightly" leaves every question to argument; a list of fixtures, tasks and the standard, with how it is checked, does not.

03

Scope, standards and inspection: writing what clean means

The scope of work should describe results as well as tasks. A task list says what the crew does; a standard says what the space should look like afterward. The better contracts use both and say which wins when they conflict.

Industry frameworks help both sides agree the standard. APPA, the association for educational facilities, describes five levels of appearance in its custodial operational guidelines, from "Level 1: Orderly Spotlessness" to "Level 5: Unkempt Neglect," with Level 2 "Ordinary Tidiness" and Level 3 "Casual Inattention" in between. The guidelines (fourth edition, 2023) were written for campuses, but commercial contracts often borrow the levels to say what is being paid for area by area, and naming the level keeps the price honest, because a higher level takes more hours.

Some customers also ask how the contractor is managed. ISSA's Cleaning Industry Management Standard (CIMS) is a certification that, in ISSA's words, "defines the core principles and best practices that characterize a successful, high-quality, and customer-focused cleaning organization."

Then write the inspection clause. The federal model is short and worth reading. Under FAR 52.246-4, Inspection of Services – Fixed-Price, "The Contractor shall provide and maintain an inspection system acceptable to the Government," and "The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all times and places during the term of the contract." Where services do not conform, the government may require the contractor to perform them again "at no increase in contract amount," and, where "the defects in services cannot be corrected by reperformance," may "reduce the contract price to reflect the reduced value of the services performed." A private contract can follow the same pattern:

1. The contractor inspects its own work on a stated schedule, with a written record of what was inspected, what was found and what was corrected.
2. The customer may inspect at any reasonable time, with joint inspections at a stated frequency.
3. Deficiencies are reported in a stated way, to a named person, and corrected within a stated time.
4. Repeated failures have a consequence: a corrective action plan, a price reduction or a service credit, and in the end a right to terminate for cause.
5. Both sides keep the records, so the monthly review discusses evidence, not impressions.

Measurable standards, response times and service credits often sit in a separate janitorial service level agreement attached to the contract. Whatever the structure, the test is the same: could a third party read the contract and the records and say whether the work was done?

04

State rules that reach into the contract

Several states write terms into janitorial contracts, or penalize the customer, whether or not the contract mentions them. These are some of the clearest examples.

California: a price that pays the workers. California Labor Code section 2810 says a person or entity "shall not enter into a contract or agreement for labor or services" with a janitorial contractor (among others, including security guard contractors) "if the person or entity knows or should know that the contract or agreement does not include funds sufficient to allow the contractor to comply with all applicable local, state, and federal laws." There is a rebuttable presumption of no violation if the contract meets subdivision (d), which requires it to be "in writing, in a single document" and to set out, among other things, the work, the workers' compensation policy, the number of workers, the total wages and the payment dates. In practice, a California customer who accepts a price well below the hours the scope needs takes a legal risk as well as a service risk.

California: registration. Under the Property Service Workers Protection Act, janitorial employers must register with the Labor Commissioner. The Labor Commissioner's page for janitorial service providers says registration is "valid for one year and must be renewed annually," and that employers must provide sexual harassment prevention training every two years; it offers a public registration search. The customer is exposed too: Labor Code section 1432 sets civil fines of $2,000 to $10,000 for a first violation, and $10,000 to $25,000 for a subsequent one, for contracting with an employer that lacks a current registration. The Labor Commissioner's janitorial registration FAQs explain that this applies to an employer not registered "at the time the contract is executed, extended, renewed, or modified." Check it at each of those points.

California: the incumbent crew. The Displaced Janitor Opportunity Act applies to contracts for janitorial or building maintenance services where the contractor employs 25 or more people, as defined in Labor Code section 1060. Under section 1061, the customer (the "awarding authority") notifies the outgoing contractor and identifies the successor; the outgoing contractor must, "within three working days after receiving that notification," give the successor "the name, date of hire, and job classification of each employee"; and the successor must retain, for a 60-day transition period, employees who have worked at the site "for the preceding four months or longer," unless it has "reasonable and substantiated cause" not to hire a particular employee based on that employee's performance or conduct, and during that period may not discharge a retained employee without cause, which must be "based only on the performance or conduct of the particular employee."

New York: automatic renewal. Many janitorial contracts renew automatically unless the customer gives notice by a date. Under New York General Obligations Law section 5-903, an automatic renewal provision in a contract "for service, maintenance or repair to or for any real or personal property" cannot be enforced against the customer unless the contractor gives written notice, "served personally or by certified mail," at least 15 and not more than 30 days before the customer's notice deadline, calling attention to the renewal provision. It does not apply where the renewal period is one month or less.

Texas and other states: sales tax. Some states tax janitorial services. The Texas Comptroller's publication on cleaning and janitorial services says: "If you operate a maid, janitorial, custodial, or swimming pool maintenance service, you should be collecting sales and use tax." Where tax applies, the contract should say whether the price includes it; rules differ widely between states.

05

Insurance, safety, term and termination

Insurance and indemnity. The customer usually requires commercial general liability at a stated limit, workers' compensation as the state requires, commercial auto if crews drive, and often a janitorial or fidelity bond against theft by employees. Ask to be named as an additional insured on the general liability policy, and require a certificate of insurance before the start date and at each renewal. The indemnity clause, usually each side covering its own negligence, is the one most worth an attorney's review, because states limit it differently.

Chemicals and safety. Crews bring chemicals into a shared building, and may meet the building's own. OSHA's Hazard Communication Standard, 29 CFR 1910.1200, deals with that directly: where an employer uses or stores hazardous chemicals "in such a way that the employees of other employer(s) may be exposed," its written program must include how it gives the other employers access to safety data sheets, how it tells them of "any precautionary measures that need to be taken," and how it tells them of the labeling system in use. In states with their own OSHA-approved plans, such as California, the state standard applies instead.

Security and access. Say how keys, cards and codes are logged and recovered, and what the crew reports, and to whom, if it finds a door open or a leak; it is often the only presence in the building overnight.

Term and renewal. One to three years is common. Put the non-renewal notice date where both sides will see it. A price adjustment on renewal, tied to wages or an index, avoids a contractor quietly cutting hours to absorb costs.

Termination. Most contracts allow termination for cause after written notice and a chance to cure, and many for convenience on stated notice. Define "cause" by reference to the inspection records, not impressions, and write the exit: keys and cards returned, equipment removed, site records handed over, and any information owed to a successor, which in California is statutory.

Changes. Agree how changes to scope and price are made, in writing, and who can sign them. In California, a material change must be in writing, in a single document, for the contract to keep section 2810's presumption of compliance.

06

Where the record fails, and where SiteClara fits

Most janitorial contracts are not lost on price. They are lost on a slow run of complaints: a restroom found without paper at 10 a.m., a conference room missed three nights in a row, a spill reported to whoever was passing and never cleaned. When the customer raises it, neither side can show what happened. The checklist on the back of the janitor closet door was signed in advance for the week. The contract says the contractor "shall maintain an inspection system," but nobody can produce it at the monthly review.

The same gap hurts the contractor: a crew that cleaned every night on schedule has nothing to show for it, and on a rebid the incumbent has only its word.

SiteClara is built to close that gap. A printed QR code poster at each location, with an optional NFC tag behind it, lets crews scan or tap with their own phone, with no app to install, to see the checks due there and mark them done, or say what stopped them. Problems found on the round, such as a leak or an empty dispenser, are reported there with a photo and go on the team's list of jobs until someone closes them. The supervisor sees what is due, done and missed, and approves a daily report that goes to nominated managers or customer contacts the next morning: what was reported, what was completed, what is still open, and how the scheduled checks went. That gives the inspection clause and the monthly review something to work from.

07

Questions people ask

How do I get commercial cleaning contracts?

Private buyers usually invite proposals directly or through a facilities manager, so a cleaning business wins them through bids and referrals. Public work is advertised, and for federal contracts the first steps are set by the Small Business Administration. Its contracting guide, Basic requirements, says "you must register your business in the federal government's System for Award Management (SAM)," that you receive a Unique Entity Identifier when you register, and that you match your services to a North American Industry Classification System (NAICS) code. Contracts reserved for small businesses also require the business to meet the SBA's size standards.

How to win commercial cleaning contracts?

In federal buying, the rules say what a proposal is judged on. Under FAR 15.304, Evaluation factors and significant subfactors, "Price or cost to the Government shall be evaluated in every source selection," and quality "shall be addressed in every source selection through consideration of one or more non-cost evaluation factors such as past performance, compliance with solicitation requirements, technical excellence, management capability, personnel qualifications, and prior experience." Past performance must be evaluated in negotiated competitive acquisitions expected to exceed the simplified acquisition threshold, unless the contracting officer documents why not. Private buyers are not bound by these rules, but many weigh the same things, which is why records of work done on earlier contracts count at a rebid.

08

Further reading, and a list to take away

Read APPA's custodial operational guidelines for the levels of clean, FAR 52.246-4 for a model inspection clause, and OSHA's Hazard Communication Standard or your state plan's version. In California, read Labor Code section 2810 and the Labor Commissioner's registration pages; in New York, General Obligations Law section 5-903. Elsewhere, check the state's labor and revenue departments for the same kinds of rule.

Before you sign a janitorial contract, check that it:

• names the parties, the premises and the areas in scope precisely;
• sets out the scope by area, with frequencies and a standard of clean for each;
• includes an inspection clause: the contractor's own inspections, the customer's right to inspect, a time to correct, and a consequence for repeated failures;
• says what the contractor records and reports, and how often;
• prices extra work and changes, and says how the price moves with wages;
• requires insurance naming the customer as additional insured, and covers chemical information sharing;
• states the term, the renewal notice date and any state notice rule that applies, with a clear exit and handover;
• meets the state's rules on price sufficiency, registration and incumbent workers where the building is.