[NARDELLA LAW LETTERHEAD]

[DATE], 2026

VIA E-MAIL AND U.S. MAIL

Jessica A. Cappock, Esq.Gunther Legal, PLLC1800 SE 10th Avenue, Suite 220Fort Lauderdale, Florida 33316jac@guntherlegal.com; kav@guntherlegal.com

Re: Response to April 10, 2026 Notice of Breach and Termination - Cleaning Services Agreement between Two G Enterprises, Inc. and Orlando Area Luxury Rentals, LLC

Dear Ms. Cappock:

This firm represents Orlando Area Luxury Rentals, LLC ("OALR") in connection with your April 10, 2026 Notice of Breach and Termination of Agreement (the "Notice") concerning the Cleaning Services Agreement between OALR and your client, Two G Enterprises, Inc. ("Two G") (the "Agreement"). Please direct all further communications regarding this matter to the undersigned and not to OALR or its personnel directly.

OALR disputes the Notice in full. Seven of the eight allegations are pricing, scope, operational, or platform-access disputes. They do not trigger the $150,000 liquidated-damages provision. The eighth allegation-solicitation-is unsupported by any facts in the Notice and does not justify Two G's threatened reliance on Section 6.6.

For the reasons below, Two G has not stated a valid breach of the Agreement.

I. Two G Has No Exclusive Right to Clean OALR's Properties.

Two G's allegation that OALR used "alternate cleaning companies" fails because the Agreement contains no exclusivity clause.

Section 3 provides:

"The Service Provider undertakes to perform cleaning services at the rental properties described in Exhibit A (the 'Properties') as required by the Property Manager. The Service Provider agrees to perform cleaning services for the Property Manager according to the terms and conditions as specified in this Agreement and agrees to devote all necessary time and attention, within reason, to provide the following:

Cleaning supplies;

Labor; and

Ordering and restocking of guest supplies (to be paid for by Property Manager)."

Exhibit B confirms the limited scope of the pricing terms. It provides only three ordinary cleaning-session rates:

The Sweet Escape Mansion - $525 per cleaning session; 

The Great Escape Lakeside - $570 per cleaning session; and 

The Great Escape Parkside - $625 per cleaning session. 

Exhibit B does not list any rate for guest-house-only cleanings, partial cleanings, event-rental cleanings, or supplemental cleaning services. Two G agreed to provide cleaning services at listed full-session rates. It did not receive the contractual right to control all cleaning work at OALR's properties.

Item 4 does not state a breach.

II. OALR Did Not Breach the Agreement by Controlling Its Own Booking and Payment Systems.

Two G's allegation that OALR removed it from OALR's booking and payment website also fails. The Agreement does not give Two G a right to OALR's internal systems.

Section 4 provides:

"The Property Manager agrees to the following:

Provide Service Provider access to the Properties for the agreed cleaning sessions;

Authorize Service Provider to order and restock guest supplies on behalf of Property Manager; and

Authorize Service Provider to invoice and transfer payment for work completed after each cleaning session."

Section 4 required OALR to provide property access for agreed cleaning sessions. It did not require OALR to give Two G continuing access to OALR's booking software, payment system, or internal management platform. Two G can invoice without controlling OALR's systems.

Item 5 does not state a breach.

III. The $525 Invoice Was a Good-Faith Pricing Dispute, Not a Payment Default.

Two G's payment allegations fail because the disputed charge involved a guest-house-only stay that the Agreement did not separately price.

Section 5 provides:

"The Property Manager agrees to pay the Service Provider or its assignees the fees as described in Exhibit B, which shall be incorporated as part of this Agreement, for the Service Provider's provision of cleaning services. Unless otherwise agreed upon by both Parties, payment is due to the Service Provider upon execution of each cleaning session. Any additional services, products, and supplies not included should be agreed upon between the Parties in writing in advance."

Exhibit B then lists only three ordinary cleaning-session rates:

The Sweet Escape Mansion - $525 per cleaning session;

The Great Escape Lakeside - $570 per cleaning session; and

The Great Escape Parkside - $625 per cleaning session.

Exhibit B does not list a price for guest-house-only cleanings. It does not list a price for partial cleanings. It does not list a price for event-rental cleanings. Section 5 confirms that additional services not included in the listed pricing must be agreed upon in writing in advance.

The disputed $525 charge arose because Two G billed OALR the full Sweet Escape Mansion rate for a 12/22 booking that OALR understood to be guest-house-only. OALR raised the issue directly and explained that 12/22 was "just a guest house" stay and should not have been billed at the full $525 rate. See Exhibit B-1.



Two G's own response confirms the problem. Two G stated: "We haven't arranged prices for partial cleanings." See Exhibit B-1. Two G later stated: "We don't have agreement on partial services." See Exhibit B-3. Two G also acknowledged that the parties needed to work on pricing and said it would "work on the prices and send an email." See Exhibit B-4.

Those statements resolve items 1, 2, 3, 6, and 7. If the parties had no agreed partial-cleaning price, OALR did not breach an agreed price. OALR disputed an invoice for a scope of work not priced in Exhibit B. That is not a payment default. It is a good-faith pricing dispute.

IV. Two G's Own Messages Confirm There Was No Agreement on Partial-Cleaning Pricing.

Two G cannot claim OALR breached partial-cleaning pricing terms that did not exist.

The Notice accuses OALR of unilateral setoffs, discounted cleaning authorizations, partial cleanings, and event-rental cleaning rates. But Two G's own communications show the parties had not agreed on the relevant pricing.

Two G stated:

"We haven't arranged prices for partial cleanings." See Exhibit B-1.

Two G also stated:

"We don't have agreement on partial services." See Exhibit B-3.

That is the end of the issue. The Agreement priced full cleaning sessions. It did not price partial cleaning sessions, guest-house-only cleanings, or event-rental cleaning scopes. OALR's proposed pricing for an unpriced scope was negotiation, not breach.

Items 1, 2, 3, 6, and 7 do not state breaches.

V. Two G Has Not Stated a Breach of Section 6.5.

Two G's solicitation allegation fails because the Notice gives no facts.

Section 6.5 provides, in relevant part:

"During the term of this Agreement and for twelve (12) months after the termination thereof, the Property Manager agrees that it will not directly or indirectly (i) solicit or recruit any employee or independent contractor of Service Provider (a 'Current Employee') or any person who was an employee or independent contractor of Service Provider during the twelve (12) month period immediately prior to the date of the termination of this Agreement (a 'Former Employee') for the purpose of being employed by him or any other related entity, or (ii) hire any Current Employee or Former Employee."

Section 6.6 provides:

"If Property Manager materially breaches its obligations under Section 6.5 of this Agreement (the 'Property Manager's Breach'), the Property Manager shall pay to Service Provider an amount equal to One Hundred and Fifty Thousand Dollars ($150,000.00) (the 'Liquidated Damages')."

The Notice says only: "Solicitation of current Two G employees, subject to the liquidated damages provision, Section 6.6, of the Agreement."

That is not enough. The Notice does not identify the allegedly solicited person. It does not identify who allegedly solicited that person. It does not identify when the alleged solicitation occurred. It does not identify what communication violated Section 6.5. It does not identify whether the person was a current employee, former employee, independent contractor, or someone outside the definition of Section 6.5. It does not identify whether OALR hired anyone.

A bare accusation does not trigger a $150,000 liquidated-damages clause. OALR disputes that the facts support any breach of Section 6.5.

VI. Two G Has Not Shown an Enforceable Restrictive-Covenant Claim.

Two G also cannot use Section 6.5 to restrain ordinary residential cleaning labor without a legitimate business interest.

Florida law requires a restrictive covenant to protect a legitimate business interest and to be reasonably necessary to protect that interest. Two G has not identified any such interest here. This dispute does not involve trade secrets, proprietary methods, confidential business information, or specialized training. It involves residential vacation-rental turnover cleaning.

Section 2 confirms that replacement cleaners were expected. It provides:

"The Service Provider, however, may cancel anytime with 60 days' notice but agrees to make reasonable efforts to train their replacements."

Two G chose to terminate the Agreement on sixty days' notice. Having chosen to end the relationship, Two G cannot use Section 6.5 to prevent OALR from maintaining cleaning operations at its rental properties unless Two G can show a valid, enforceable, and factually supported restrictive-covenant claim.

Two G has not done so.

VII. The $150,000 Liquidated-Damages Clause Is a Penalty as Applied Here.

Two G is not entitled to $150,000.

Section 6.6 labels the $150,000 amount as liquidated damages. The label does not control. The amount still must bear a reasonable relationship to anticipated or actual harm.

It does not. Two G elected to terminate the Agreement. Two G agreed to train replacements. Two G has not identified any lost customer relationship, lost account, trade secret, confidential method, or specialized training investment that would justify a $150,000 payment.

The same $150,000 figure appears to apply regardless of whether the alleged breach involved one worker, multiple workers, a brief conversation, an actual hire, a third-party vendor, or no measurable harm at all. That is not a reasonable estimate of damages. It is a penalty.

OALR rejects Two G's threatened claim for $150,000.

VIII. Two G's Own Performance Was Disputed.

Two G cannot present itself as the only non-breaching party. OALR has its own performance-related issues and preserves all offsets, claims, and defenses.

Section 2 recognizes the relevance of guest feedback. It allows OALR to terminate if Two G "exhibits a consistent pattern of subpar work resulting in negative feedback from the Property Manager's clientele" and fails to cure after notice.

OALR received independent guest feedback documenting serious cleaning issues. One guest at The Sweet Escape Mansion reported glass around the pool area, sharp objects that cut guests, trash left from a prior stay, and black beetles in the guest house. See Exhibit C-1. Another guest identified cleanliness as the primary issue with the stay, reporting dust in the master bath, trash floating in the pool, dirty floors that left bare feet black, and musty-smelling rooms.

See Exhibit C-2.

These are not minor complaints. They are specific cleaning failures reported by guests during the term of the Agreement. They support OALR's offsets, defenses, and potential claims.

IX. Section 6.9 Bars Lost-Profit and Loss-of-Business Damages.

Even if Two G could prove any of items 1 through 7, Section 6.9 bars the damages Two G appears to be seeking.

Section 6.9 provides:

"In no event shall either Party be liable to the other or to any third party for any indirect, incidental, special or consequential damages, or damages for lost profits or loss of business, however caused and under any theory of liability, whether based in contract, tort (including negligence) or other theory of liability, regardless of whether either Party was advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy."

Two G's claimed harm appears to be lost future cleaning revenue, lost business, or lost control over OALR's future cleaning operations. Section 6.9 bars those categories of damages. Two G cannot avoid that limitation by recasting pricing, scheduling, or platform-access disputes as contract defaults.

X. Any Agreement Dispute Must Proceed Through Arbitration.

Two G's Notice threatens "formal litigation." The Agreement requires arbitration.

Section 6.7 provides:

"This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws of the State of Florida without regard to its conflict of law rules. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof."

OALR reserves all rights under Section 6.7, including the right to require any Agreement-related dispute to proceed in the contractually agreed forum.

XI. OALR Demands Withdrawal of the Unsupported Breach Allegations.

The Notice does not establish a breach.

Items 1, 2, 3, 6, and 7 are pricing and scope disputes over matters not priced by the Agreement. Items 4 and 5 fail because the Agreement gives Two G no exclusivity and no right to OALR's internal systems. Item 8 fails because the Notice does not identify facts supporting a breach of Section 6.5.

Section 6.8 provides:

"If any Party shall bring an action or proceeding against the other Party by reason of the breach or alleged violation of any term or obligation hereof, or for the enforcement or interpretation of any provision of this Agreement for which such other Party is charged or responsible, the prevailing party in such action or proceeding shall be entitled to its reasonable costs and expenses of suit, including, but not limited to reasonable attorneys' fees and costs, which shall be payable whether or not such action is prosecuted to judgment."

OALR demands that Two G withdraw its unsupported breach allegations and confirm that it will not pursue the threatened $150,000 liquidated-damages claim.

OALR remains willing to discuss an orderly resolution. But if Two G pursues these allegations, OALR will defend itself, pursue its offsets and claims, enforce the Agreement's arbitration provision, and seek all available attorneys' fees and costs under Section 6.8.

Nothing in this letter waives any right, claim, defense, offset, remedy, or argument available to OALR, whether under the Agreement, at law, in equity, or otherwise. All rights are expressly reserved.

Very truly yours,

[ATTORNEY NAME], Esq.Nardella Law[Bar No. / address / phone / email]

cc: Austin Hair

Exhibit List

Exhibit A - April 10, 2026 Notice of Breach and Termination and Cleaning Services AgreementExhibit B-1 - Text-message screenshot showing invoice #2798, the $525 charge for 12/22/2025, OALR's dispute that the stay was guest-house only, the Slack notification, and Two G's statement that the parties had not arranged prices for partial cleaningsExhibit B-2 - Text-message screenshot regarding the automated notification, OALR's position that the Slack cleaning channel was an official form of communication, and Two G's position that it was notified only through the automated systemExhibit B-3 - Text-message screenshot showing Two G's statement that the parties did not have agreement on partial services and that additional services were to be decided as neededExhibit B-4 - Text-message screenshot showing Two G's statement that the proposed prices had not been agreed upon and that it would work on prices and send an emailExhibit C-1 - Shelby D. guest review / private feedback regarding glass, sharp objects, trash, and beetlesExhibit C-2 - Lindsay guest review regarding dust, trash in pool, dirty floors, and musty rooms