Contracts & remedies · updated August 2026
What a Commercial Cleaning Contract Should Say, Clause by Clause
Twelve months is the standard initial term, with 30 days' notice for termination for convenience. Anything longer than 24 months should be questioned. The best structure for a buyer is a 12-month initial term rolling to month-to-month — and the clause to read hardest is auto-renewal, because New York General Obligations Law §5-903 imposes a notice requirement most vendors have never heard of.
The Clause Table
| Clause | Market standard | Client-favourable | Red flag |
|---|---|---|---|
| Initial term | 12 months | 30 days, then month-to-month | 24–36 months |
| Termination for convenience | 30 days written notice | 30 days, either party | 90+ days, or client only bound |
| Non-renewal notice window | 60–90 days | 30 days | 120 days |
| Auto-renewal | Annual, automatic | Rolls to month-to-month only | Rolls to a fresh 12-month term |
| Cure period on breach | 10–15 days | 10 days | 30+ days, or none specified |
| SLA credits | Often absent | Automatic credit per missed visit; doubled on repeat | Credits “at vendor's discretion” |
| Inspection score floor | Rarely present | ≥85/100 with an escalation ladder | No measurement at all |
| Price escalation | Annual review | CPI-capped at 3–5% | “Subject to increases in labour cost”, uncapped |
| Early termination penalty | Varies | None, or capped at one month's fee | 50–100% of remaining value |
| Insurance | GL $1M/$2M, statutory WC | Meets your building's schedule; client as additional insured | “Adequate insurance” with no figures |
| Non-solicitation of staff | Mutual, 12 months | Mutual | One-way, with a liquidated sum |
| Consumables | Separately negotiated | Cost-plus with markup disclosed | Undisclosed fixed adder |
| Assignment | Consent required | Consent required, not unreasonably withheld | Free assignment by vendor |
| Scope of work | Referenced | Attached as an exhibit and incorporated | Described in a paragraph |
For contracts to service, maintain or repair real property, New York General Obligations Law §5-903 provides that an automatic-renewal clause is unenforceable against the customer unless the service provider gave written notice — by certified mail or personal service — not less than 15 and not more than 30 days before the customer's cancellation deadline, reminding them of the deadline.
Many janitorial vendors never send that notice. If yours did not, the automatic renewal may not be enforceable against you. Check your file before you assume you are locked in, and confirm the current statute and its application to your contract with counsel — this is a genuine statutory point, not legal advice.
The Exhibit Matters More Than the Agreement
Most disputes trace to a vague scope-of-work exhibit, not to the master agreement. Insist on a grid: areas as rows, frequencies as columns, and a final column reading not included unless specified. A complete one is here and can be attached directly.
Our Standard Terms, Published
Because publishing them is more useful than describing them: 30-day initial period, then month-to-month. Thirty days' notice either way. No automatic renewal into a fresh annual term. No early termination penalty. CPI-capped escalation. Automatic service credit per missed visit with a 24-hour make-up. Inspection score floor of 85 with a written escalation ladder. Consumables at cost where we procure them, with the invoice attached.
Last reviewed August 2026. Figures for prevailing wage and regulatory schedules change on 1 January and 1 July — we re-verify this page each cycle.
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