MASTER SERVICE

AGREEMENT

Created by: Prepared for:

Jay Marin Ian Grandy​

Virtual Staff LLC DBA Legal Soft Solution Pain Pros Injury Attorneys​

Mar 6, 2023​
MASTER SERVICE AGREEMENT
1. INTRODUCTION OF PARTIES

2. TERM

3. SCOPE OF SERVICES

4. PAYMENT

5. Termination

6. Company Obligations

7. Client Obligations

8. Company Insurance Policy Statement

9. Indemnity Language

10. Waivers & Modifications

11. No Assignment

12. Mediation Without Waiver of Right to Sue

13. Severability

14. Force Majeure

15. Governing Law

NON-DISCLOSURE AGREEMENT &

NON-INTERFERENCE AGREEMENT
1. Authorized Purpose

2. Confidential Information

3. Legally Compelled Disclosure

4. Non-Use and Non-Disclosure

5. Maintenance of Confidentiality

6. No Warranty; Limitation of Liability

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7. No License

8. Non Interference

ACKNOWLEDGEMENT

9. Common Law Duties

10. Termination

11.  Survival

12. Waiver of Rights

13. Modification

14. Remedies

15. Arbitration / Mediation & Attorneys Fees

16. No Defense

17. Governing Law

18. Severability

19. Applicability

19. Notice

20. Headings

21. Opportunity to Review

22. Complete Understanding

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 MASTER SERVICE AGREEMENT
1. INTRODUCTION OF PARTIES
This MASTER SERVICE AGREEMENT (this "Agreement") is made and entered into as of Mar 6, 2023.

(the "Effective Date") between Virtual Staff, LLC, a California limited liability company, a subsidiary of Legal Soft
Solution Inc. (collectively "Company") with its principal place of business located at 21731 Ventura Blvd Suite #100,

Woodland Hills, CA, 91364 and Pain Pros Injury Attorneys having its principal place of business at 600 Peachtree

Street NE, Suite 3710, Atlanta,GA, 30308.​ ​ ​ ​ ​ ​ ​

Each of the undersigned is referred to herein as a "Party" and, together, the "Parties."

2. TERM
This Agreement shall be effective as of the Effective Date stated herein.

3. SCOPE OF SERVICES
A. Sourcing Virtual Assistants

1. Sourcing Virtual Assistants

2. Company agrees to source virtual assistants with the necessary qualifications to perform the tasks
consistent with the job description for the virtual assistant category selected by the Client.

3. Sourcing Due Diligence

4. Prior to Company introducing any potential virtual assistant to the Client for possible placement, Company
conducts due diligence on all virtual assistant candidates, including but not limited to verification of

candidate's work history and criminal and arrest history. Lastly, Company conducts a three-round interview

process on each potential candidate prior to Clients interviewing potential candidates. Should Client require
additional due diligence, Company can facilitate at Client's expense.

5. Virtual Assistants Interview

6. Company agrees to provide Client virtual assistants to interview for the category of virtual assistant Client

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 selected for its retained services. The Client has the right to choose the virtual assistant it feels is most
qualified and is the best fit for its firm; however, Company retains the final decision on virtual assistant

placement within Client’s company.

B Virtual Assistant Performance Management

1. Basic Training Pre-Deployment

Prior to Company placing a virtual assistant with Client, Company provides basic training to the virtual assistant on
the tasks associated with the job description for which the virtual assistant was selected to fulfill. The Company

makes no warranties or representations regarding a virtual assistant's work product and nothing in this Agreement

should be read so as to create a such warranty.

2. Continued VA Training.

Client expressly acknowledges that it is Client's sole responsibility to train the virtual assistant placed within its firm

on firm specific tasks; including but not limited to, case management software, phone tree specific rules, document

template programs, relevant stages of legal cases, drafting of documents, intake sales scripts that are practice area
specific, and similar activities.

3. Task Completion

Client has the right to delegate and assign work to its virtual assistants that are consistent with the tasks associated

with the job description for which the Client selected. Company retains the right and assumes the responsibility for
managing whether or not assigned tasks are being completed accurately and expeditiously. The Client

acknowledges that it is Company's team-managed system that ensures the performance of virtual assistants.

4. Corrective Measures / Virtual Assistant Feedback

Client has the right to correct and train virtual assistants on any error related to work performed that was assigned;

Client agrees prior to conducting any corrective action that Client informs Company of the disciplinary action.

Outside of performance-related issues Company retains the right to manage and correct all other work-related
issues associated with virtual assistants.

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5. Removal & Reassignment

In the event that Client no longer desires to have one or more of its virtual assistants placed within the Client's
company, but does not want terminate this Agreement, the Client may request the removal and replacement of the

virtual assistant. The request must be made consistent with the policy detailed by the Customer Success Manager.
The Company will make its best efforts to replace the virtual assistant within five (5) business days of the Client’s
request. Billing will be paused until a new (replacement) virtual staff member starts working at the Client's business.

6. Removal of Virtual Assistant by Company

Company may have to remove a virtual assistant from the Client's company for a good cause. If the Company must
remove a virtual assistant, it will make its best effort to replace it within five (5) business days of removal. Company
agrees to not remove a virtual assistant for cause without first providing written notice to Client.

7. VA Resignation

Suppose a virtual assistant resigns from working as a contractor for the Company or can no longer complete the
required duties, the Company shall provide the Client written notice of the virtual assistant's resignation within five
(5) business days from the date Company received notice of resignation. The Company will reassign a virtual

assistant following the procedures detailed above.

8. VA Work Hours

Company expressly agrees to provide Client with one or multiple virtual assistant(s) who will work a full-time thirty
(30) to forty (40) hour work-week during the hours defined by Client, irrespective of time-zone differences. Client

agrees and understands that for any full-time virtual assistant assigned to the Client's company, Client must provide
a reasonable amount of time for breaks and lunches. For example, every eight (8) hour, every virtual assistant is
provided an unpaid one-hour (1) lunch.

9. Overtime Policy

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Client agrees and understands that if a virtual assistant works a minimum of two hours over forty (40) hours per
work week, Client will be charged either twelve dollars ($12) per hour or the bill rate divided by the number of

working hours in a month, whichever is higher, for compensation owed due to overtime in eight-hour intervals.

10. VA Holiday Schedule

a. Paid Time Off

Client expressly understands and agrees that its assigned virtual assistants will observe the following United States

codified holidays -- New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Client expressly understands and agrees that its assigned virtual assistants will be paid for these
six (6) observed holidays annually. In the event a virtual assistant works for Client during one of the observed

holidays, Client agrees that the virtual assistant will receive an hourly compensation that is the equivalent of one
and one/half of that particular virtual assistant's hourly rate. The Observed Holidays provide one single paid time off
for the virtual assistant.

In the event Client chooses to close additional days in observance of the holidays, Client, at its sole discretion, may
allow its virtual assistants the additional time off but Client understands that additional closures have no effect on
Clients contractual monthly service charge.

b. Additional Observed Holidays

Client may close its office for observation of additional United States Holidays; Client in its sole discretion may allow

its assigned virtual assistant to have the time off with Clients remaining office staff or may require its assigned

virtual assistants to work on that day. Client understands and agrees that allowing its virtual assistants to participate
in observation of additional observed holidays does not affect Clients monthly service charge.

c. Foreign Holidays
Virtual Assistants are not paid by Client for any holiday that is recognized in the country where the virtual assistant

resides. If a virtual assistant desires to have time off to observe a foreign holiday, they must request the time off per

Virtual Staff, LLC policy.

11. VA Payment

Company is responsible for the payment of services rendered to Client by the VA.

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12. Virtual Assistant Benefits

a. VA Earned Personal Leave

Once a virtual assistant has worked an uninterrupted twelve-month period with the Client's company, Client agrees
and understands that the virtual assistant has earned five (5) paid personal time-off days. The Client agrees and

understands that this will not affect Client’s monthly service charge.

b. Sick Leave

Client expressly understands and agrees that the virtual assistant deployed to the Client shall have three (3)

paid sick days if the virtual assistant has worked for an uninterrupted three (3) months. Likewise, the Client

agrees and understands that the deployed virtual assistant shall incur another three (3) paid sick days if the

virtual assistant has worked for an uninterrupted twelve (12) months from the virtual assistant's deployment
date with the Client.  Furthermore, the Client agrees and understands that the VA's three (3) paid sick days

shall be earned annually. The Client agrees and understands that this will not affect Client’s monthly service
charge.

13. Force Majeure

Should virtual assistant be unable to work their required hours due to circumstances beyond their control, Client
understands that Company, in its sole discretion, reserves the right to provide a credit to Client but is not

contractually obligated.

C. No Privity of Contract Between Client and Virtual Assistant

1. No Privity of Contract
Client expressly agrees and understands that it has no privity of contract with the virtual assistants. As a result,

Client lacks the authority to remove or reassign a virtual assistant directly. Client must request removal and

reassignment to Company. Company will reassign a virtual assistant as fast as reasonably allowed at the particular
time Client's request is made.

2. Virtual Assistant Contract Buy-out

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In the event Client desires to terminate this Agreement and retain employment of its placed virtual assistant, and

the particular virtual assistant desires to continue to work with Client, Company will agree to terminate its
contractual agreement with that particular Virtual Assistant and release him/her for direct hire by Client for a

onetime payment of $20,000.00.

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4. PAYMENT
The Client understands that this Agreement shall be immediately effective as per the Effective Date stated in the

preceding.

Upon effectivity of this Agreement, the Client shall be charged immediately for the setup fee as stated herein. For

purposes of this Agreement, the Client understands that any discounts given prior shall only be effective once and
will only apply on the first month.

Once a VA has been deployed to the Client, the latter shall be invoiced and billed on the nearest Invoicing and

Billing Period for the total number of days that the VA has been working for the Client's company in its first month.

A. Client

A.1. New Client

For purposes of this provision, New Client shall be defined as any company, or person that does not have an
existing VA deployed by the Company. For New Clients, a One Time Set up Fee shall immediately be charged
upon the effectivity date of this Agreement. See table below for details:

Setup Fee Price QTY Subtotal

One Time Set Up Fee $750.00 1 $750.00

Subtotal $750.00

Discount 33.33%

Total $500.00

Once a VA has been deployed to a Client, the latter shall be invoiced and billed in accordance with the Payment
Terms. For purposes of billing a Client, the Company will pro-rate the monthly service charge by dividing Client's
total monthly service fee by twenty-two (22) working days to derive the daily rate. The Client then will be billed at

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the daily rate for the total number of days that the VA has been working for the Client's company in its first month.
However, proration shall be applied if the VA has ten (10) missing hours or more within one billing cycle.

B. Payment and Billing

B.1. Payment Terms

The Client agrees and understands that Payment Terms shall be twice a month and shall be billed and invoiced

twice a month.

B.2. Billing Terms

The Client agrees and understands that the latter shall be billed within three (3) business days from the 1st and
15th day of the month and that payments shall be immediately due and demandable on the billing date, on or
before the close of the business day, which is defined as 5:00 PM PST.

TWICE A MONTH BILLING Price Subtotal

Legal Assistant - Spanish - (Twice A Month $1,147.00 $1,147.00

Billing)
*Additional Notes:

TOTAL MONTHLY AMOUNT: $2,294.00

Subtotal $1,147.00

One time discount $0.00

Total charge per invoice $1,147.00

C. Payment Authorization

C.1. ACH Authorization

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Client must elect to pay its monthly service charge via ACH draft from its bank account. Client expressly authorizes
Company to draft from its designated checking account the monthly service charge included on Client’s invoice.

Moreover, Client authorizes Company to store this information in its records and automatically draft from its
checking account the monthly service charge as detailed in Client’s invoices for as long as Client has an active
contract with Company.

C.1.2. Credit Card Authorization

A credit card on file is required in the event that an ACH payment fails to go through. For New Clients who this is
your first Contract for Services with Virtual Staff LLC, by completion and submission of the credit card payment form
associated with the set-up fee payment you expressly authorize Company to store this credit card information and
use it as a payment source for Client's on-going monthly service charges if an ACH payment fails.

For Clients who have existing executed Contracts for Services with Virtual Staff, LLC; this Agreement is for the
purpose of retaining additional virtual assistant services from Company, Client expressly authorizes Virtual Staff
LLC to use and charge the additional monthly service fee to the payment method currently on file with the
Company.

D. LATE PAYMENT​

D.1. Late Payment Fees

If the Client fails to pay within three (3) calendar days from the due date or after the expiration of the Billing Period,

the Client shall incur additional liability in the amount of two hundred fifty dollars ($250.00) for every week until such

time that the Client was able to pay the full amount of its liabilities to the Company.

D.2. Suspension and Cancellation

The Client agrees and understands that if the Client fails to pay the amount due to the Company within ten (10)

business days from the due date, the Client's account shall be suspended. The VA deployed to the said Client shall

immediately be pulled out, and if the Client fails to pay within thirty (30) days from due date, the Client’s account
shall be canceled and reported to a third (3rd) party Collection Agency.

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 ACH REQUEST FORM
I, Ian Grandy, hereby authorize the Company and its authorized representatives to charge my checking/savings

account on a monthly/bi-monthly and recurring basis in the amounts specified in my invoice. I understand that my

information will be saved on file for future transactions on my account. I also authorize the use of my credit card as
secondary payment method in the event that the Company is unable to withdraw funds from the checking account.

Client Information

Client's Name:

Remittance
Address:

Remittance State: Zip Code:

City:

Contact Phone #:
Name:

E-Mail
Address:

Banking Information

Client's
Bank Name:

Bank
Address:

Bank’s City: State: Zip Code:

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 Banking Information

Bank Phone #:
Contact
Name:

ABA Account #:
Routing #:

Account
Type Checking
(please
check only Savings
one)

Credit Card Details

Ian​Grandy​

Attorney​
Pain Pros Injury Attorneys​

Mar 6, 2023​

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5. Termination

A. Termination by Client

The Parties agree that Client is free to terminate for any reason at any time by providing Company written
notice. Client and Company agree that in order to terminate this Agreement, prior written notice must be
provided thirty days (30) in advance. Client and Company agree that in order for written notice to be
considered proper, it must be emailed to your Success Manager. Written notice submitted in any other form
will not suffice and the Client's account remains in full force and effect until proper notice is received. Client
agrees and understands that during the thirty (30) day cancellation notice period, Client's virtual assistants
will continue to work on behalf of Client and that Client must continue to pay Company for its retained
services during Client's cancellation notice period.

B. Termination by Company

Company may terminate this Agreement for a material default. For purposes of this section, material default
is defined as Client's failure to pay Company for its monthly retained services, violating Company's non
disclosure and noninterference agreement, any act outside the scope of this agreement that in the
Company's sole discretion materially alters the nature of Company's and Client's working relationship. Client
agrees and understands that at the time of termination by Company, any outstanding monies owed to
Company for the payment of virtual assistant's work performed and wages earned must be paid immediately
upon termination.

6. Company Obligations
a. Onboarding

Company shall provide onboarding instructions to Client within one (1) business day before the Virtual
Assistant's deployment date.

b. Training

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 Company agrees to provide basic training to Client's assigned virtual assistant relevant to the category of
virtual assistant retained. Training shall begin immediately following Client's final decision regarding virtual
assistant interviews. Company agrees to place virtual assistant trained and ready for full-time work within
five (5) business days from the date Client made its final hiring decision.

c. Equipment

Company agrees to verify that the virtual assistant to be deployed possesses the basic tools in order to
perform expected tasks associated with the category of virtual assistant retained. For purposes of this
section basic tools is defined as one (1) computer, one (1) headset, and access to reliable internet
connection. Company agrees to facilitate the cooperation from the placed virtual assistant to Client with
respect to any task needed to complete full onboarding with Client's firm specific software; including but not
limited to, enrollments in case management software, adobe user registration, etc.

d. Sourcing & Performance Management

Company agrees to provide to Client its highest standard of care with respect to sourcing talent and
managing the performance of virtual assistants in accordance with the service list detailed previously in this
Agreement.

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7. Client Obligations

a. Onboarding - Client expressly agrees to complete all Company's onboarding requirements within twenty-
four (24) hours after receipt. Client's failure to timely complete onboarding requirements may cause delays
in the date Client's virtual assistant is deployed for work and will have no effect on Client's obligation to pay
its full billing cycle.

b. Training - Client agrees and understands that Client must provide task specific training to its assigned
virtual assistant the same as it would train a direct hire in the Client's company. Furthermore, Client agrees
and understands that proper training is outcome determinative for virtual assistants to perform assigned
tasks and without adequate training analysis of an assigned virtual assistant may be wrongly skewed. Client
agrees to provide thorough training and resources to its assigned virtual assistant to optimize Client's
experience and success.

c. Key Performance Indicator - Client expressly understands that to effectively utilize the VA deployed, the
Client must provide a definite Key Performance Indicator to assess and evaluate the deployed VA's
performance. If the Client does not have any Key Performance Indicator, the Company may offer or provide
its own Key Perforamance Indicator subject to Client's approval.

d. Equipment - Client expressly agrees and understands that it is Client's sole responsibility to provide proper
user licenses, logins and passwords, emails, and the like necessary for its assigned virtual assistant to
properly perform assigned tasks. Client expressly agrees and understands that Client is responsible for the
full monthly service fee regardless of delays in access to necessary equipment, software, licenses, etc.

e. Privacy & Security - In addition to the standard confidentiality and privacy notice virtual assistants sign with
respect to their assignment to work at the Client's company, should Client require specific VPN restrictions,
further clearance licenses, and/or any other privacy requirements as determined by Client, all related
expenses are to be paid by Client directly.

f. Legal Malpractice Coverage - Client is responsible for maintaining legal malpractice coverage of
paralegals, legal assistants, contractors, whether full time or part-time, independent or wage earners and

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 agrees to fully indemnify Company for any and all damages related, no matter how tenuous, to a claim
because Client agrees and understands that it is controlling the assignment of tasks and Company is simply
monitoring progress and completion but has no interest or control in specific standards used to determine
task completion.

g. Transparency in Communication - Client agrees to provide regular feedback that is constructive in nature
regarding the performance of virtual assistants; and/or the needs to provide higher level of service. In the
event corrective measures are necessary, if they are task related, it is Client's responsibility to correct and
train its assigned virtual assistant. However, if it is personality and/or other employment based measure,
Client is to report the issue to Company for Company to resolve.

h. Nondisclosure & Noninterference Agreement - Client and Company expressly agree that a condition
precedent to making this Agreement fully in effect is the execution of Company's non-disclosure and
noninterference agreement. The parties agree that its terms are incorporated into this Agreement through
reference.

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8. Company Insurance Policy Statement
Company agrees to keep in place and make available for inspection a copy of Company's business liability

insurance protecting against mistakes, bad acts, error and omissions. Client acknowledges that any virtual assistant
that is performing case work for a Client's clients, the latter shall ensure that its legal malpractice insurance covers

the work produced by virtual assistants placed within its firm.

9. Indemnity Language
Client agrees to indemnify, hold harmless and defend Company and its directors, officers, employees and agents
from and against any action, claim, demand, or liability, including reasonable attorney's fees and costs, arising from

or relating to: (i) the negligence or willful misconduct of virtual assistants, (ii) any allegation that the virtual assistant
caused injury and/or damage to any third Person ("Person" is defined as any individual, corporation, company,
partnership, government, or other entity.) Client agrees that Client shall have the right to participate in and control

the defense of any such claim through counsel of its own choosing at the expense of Client.

10. Waivers & Modifications

No modification or waiver of this Agreement shall be binding unless in writing and signed by the parties hereto. The
waiver by either party of any breach by the other party of any of its obligations hereunder or the future of such party
to exercise any of its rights in respect of such breach shall not be deemed to be a waiver of any subsequent breach.

11. No Assignment
This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors, assigns,
executors, administrators and personal representatives

12. Mediation Without Waiver of Right to Sue

It is the policy of the State of California to encourage resolution of disputes through alternative dispute resolution
procedures such as mediation. Any dispute between Company and Client related to this Agreement which is not

resolved through informal discussion will be submitted to a mutually acceptable mediation service or provider. The

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parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from
seeking equitable relief from a court of competent jurisdiction.

13. Severability
If any provision or clause of this Agreement or portion thereof, shall be held by any court of competent jurisdiction to

be illegal, void or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected
and shall be given full effect, without regard to the invalid portion.

14. Force Majeure

Neither Company nor Client shall be liable for failure of or delay in performing any obligation set forth in this
Agreement due to any act of God or unforeseen intervening event, such as a government declared state of national
emergency resulting in shut down. Intervening events that cause a delay for purposes of this Agreement shall be
construed in the strictest possible meaning of the terms.

15. Governing Law

This Agreement shall be subject to and governed by the laws of the State of California without regard or regulations
relating to conflict of laws. Client hereby consents to jurisdiction of and agree that any claim arising out of or relating
to this Agreement may be brought in any federal court or any state court of California that has jurisdiction over such
matters. ​

IN WITNESS WHEREOF, the parties have caused this Master Service Agreement to be executed and delivered,
effective as of the date signed below by a duly authorized officer of Virtual Staff, LLC.

Signer Name: Ian Grandy​

Jeremiah Goldberg
Phone Number: 470-724-6776

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Director of Operations
Title: Attorney
Virtual Staff, LLC​ ​
Mar 6, 2023​
Company: Pain Pros Injury Attorneys​

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 NON-DISCLOSURE AGREEMENT &
NON-INTERFERENCE AGREEMENT
THIS MUTUAL NON-DISCLOSURE AGREEMENT AND NON INTERFERENCE AGREEMENT (this

"Agreement") is made and entered into as of Mar 6, 2023 (the "Effective Date") between Legal Soft Solutions, LLC

a California limited liability company and Virtual Staff, LLC a California limited liability company (individually and
collectively "Company") with its principal place of business located at 21731 Ventura Blvd Suite #100, Woodland
Hills, CA, 91364 and Pain Pros Injury Attorneys a [professional corporation, professional association, and/or

professional limited liability company, having its principal place of business at 600 Peachtree Street NE, Suite 3710,

Atlanta, GA, 30308.

​Each of the undersigned is referred to herein as a "Party" and, together, the "Parties."

1. Authorized Purpose
In connection with the Parties ability to perform their contractual duties agreed to in their Master Service
Agreement, each Party will be granted access by the other Party to certain valuable confidential and proprietary
information, which each Party must treat as confidential.

2. Confidential Information
Confidential Information” means all non-public, confidential or proprietary information disclosed directly or

indirectly by either Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) or its affiliates, or to any of

such Receiving Party’s or its affiliates’ employees, officers, directors, shareholders, partners, agents, attorneys,

accountants or advisors (collectively, “Representatives”), including without limitation documents, computer data,

trade secrets, know how, inventions, techniques, processes, algorithms, software programs, schematics, software

source documents, customer data (lists, username and passwords, any contact information or other personally

identifiable information, software configuration, point of contact, characteristics and agreement terms), pricing,

contracts or oral communications, supplier lists and information, business plans and projections, strategic and

development plans, marketing plans, sales projections, financial and operational information and legal information,

whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not

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marked, designated or otherwise identified as confidential or is the type of information that the Receiving Party

should reasonably understand to be confidential. Confidential Information may also include information disclosed to

the Receiving Party by third parties. Confidential Information will not, however, include any information which (i) was

publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing

Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party through no

action or inaction by the Receiving Party; (iii) is already in the Receiving Party’s possession at the time of disclosure

by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of

disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party's

obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to

the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the

Receiving Party’s possession.

3. Legally Compelled Disclosure

In the event the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant

to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled

disclosure, the Receiving Party must (a) immediately notify the Disclosing Party of such requirement so that the

Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy, and allow the

Disclosing Party to assert the privileged and confidential nature of the Confidential Information against the third

party seeking disclosure, and (b) provide reasonable assistance, at the Disclosing Party’s sole cost and expense, in

protecting against any such disclosure and obtaining a protective order narrowing the scope of such disclosure and

use of the Confidential Information. In the event that such protection against disclosure is not obtained, the

Receiving Party will be entitled to disclose the Confidential Information but only as and to the extent necessary to

legally comply with such compelled disclosure and, upon the Disclosing Party’s request shall use commercially

reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will

be afforded confidential treatment.

4. Non-Use and Non-Disclosure

The Receiving Party shall use the Confidential Information solely for the Authorized Purpose and not for any

third party’s benefit. The Receiving Party shall limit disclosures of Confidential Information to those authorized

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persons or parties and will use all reasonable measures to protect the secrecy of and avoid disclosure and

unauthorized use, disclosure, publication or dissemination of the Confidential Information. Without limiting the

foregoing, the Receiving Party will use at least the same measures it takes to protect its own most confidential

information, but in no event less than reasonable care, and will ensure that the Receiving Party’s employees or

agents who have access to Confidential Information have signed a non-use and non-disclosure agreement in

content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees or

independent contractors.

5. Maintenance of Confidentiality
The Receiving Party will use all reasonable measures to protect the secrecy of and avoid disclosure and

unauthorized use, disclosure, publication or dissemination of the Confidential Information. Without limiting the

foregoing, the Receiving Party will use at least the same measures it takes to protect its own most confidential

information, but in no event less than reasonable care, and will ensure that the Receiving Party’s employees or

agents who have access to Confidential Information have signed a non-use and non-disclosure agreement in

content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees or

independent contractors.

6. No Warranty; Limitation of Liability

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO

WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR

PERFORMANCE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE. NEITHER THE DISCLOSING PARTY NOR ANY OF ITS REPRESENTATIVES

SHALL BE LIABLE TO THE RECEIVING PARTY OR ANY OF ITS REPRESENTATIVES RELATING TO OR

RESULTING FROM THE RECEIVING PARTY’S USE OF OR RELIANCE ON ANY OF THE CONFIDENTIAL

INFORMATION OR ANY ERRORS THEREIN OR OMISSIONS THEREFROM.

7. No License
Each Party retains its entire right, title and interest, including all intellectual property rights, in and to all of its

Confidential Information. Nothing in this Agreement is intended to grant any license in, express or implied, or rights

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to the Receiving Party or any of its Representatives under any patent, trademark, trade secrets or copyright of the

Disclosing Party, nor will this Agreement assign, option, license, grant or transfer any rights in or to the Confidential

Information to the Receiving Party or any of its Representatives.

8. Non Interference
Each Party retains its entire right, title and interest, including all intellectual property rights, in and to all of its

Confidential Information. Nothing in this Agreement is intended to grant any license in, express or implied, or rights

to the Receiving Party or any of its Representatives under any patent, trademark, trade secrets or copyright of the

Disclosing Party, nor will this Agreement assign, option, license, grant or transfer any rights in or to the Confidential

Information to the Receiving Party or any of its Representatives.

ACKNOWLEDGEMENT ​ ​
I, as the owner of and/or in my capacity as an authorized representative of Pain Pros Injury Attorneys,
acknowledge and agree that:

_______________(INITIAL) A. in the course and scope of my retained services with Company, I have 

developed or will develop unique relationships with Virtual Staff, LLC employees, contractors, partners, customers,
suppliers, staffing agencies, and other similar or likekinded persons or entities.

_______________(INITIAL)B. Virtual Staff LLC has provided or will provide me with unique knowledge and access
about its  Confidential Information. Confidential Information, as used in this Non-Disclosure Non Interference

Agreement included, but is not limited to any information possessed or owned by Virtual Staff, LLC which is not

generally known to the public, especially if such information gives Virtual Staff, LLC a competitive advantage or its
disclosure would harm Virtual Staff, LLC. It includes, but is not limited to, trade secrets, proprietary information and

all other information documents or materials, owned, developed or possessed by Virtual Staff, LLC or any

employee or contractor of Virtual Staff, LLC, whether tangible or intangible, relating in any way to Virtual Staff's
research and development, virtual assistants, law firm customers, prospective law firms, prospective virtual

assistants, business plans, business relationships, products or processes, costs or profit information or data from

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which that information could be derived, human resources (including internal evaluations of virtual assistants)

business methods, databases and computer programs;

_______________(INITIAL) C. I am entering into this Non Disclosure Non Interference Agreement in conjunction

with my retention of Virtual Staff, LLC Virtual Assistant Sourcing and Management Program and that this provides
adequate and significant consideration for my willingness to enter into this Non Disclosure and Non Interference
Agreement.

______________(INITIAL) G. I certify that prior to Virtual Staff, LLC placing my virtual assistant with my company, I

had no prior relationship with this person or persons.

_______________(INITIAL) H. I acknowledge that my assigned virtual assistant is not a contractor of my company

but is a contractor of  Virtual Staff, LLC placed with my company to fulfill tasks assigned as a part of my service

agreement with Virtual Staff, LLC

_______________(INITIAL)I. I certify and acknowledge that I have no intention of hiring any virtual assistant

placed within my firm or is affiliated in any way with Virtual Staff, LLC direct; even in the event a virtual assistant
independently initiates and requests direct hiring while I am a client of Virtual Staff, LLC and for a period of one year

after I end my contractual relationship with Virtual Staff, LLC.

_______________(INITIAL) J. I certify and acknowledge that foreign virtual assistant staffing is a highly

competitive market and direct hiring would cause irreparable harm to Company.

_______________(INITIAL) K. I certify and acknowledge that I understand and agree to the liquidated damages
clause detailed in the Remedies Section in this Agreement. See Section 14 in this Agreement.

9. Common Law Duties

I acknowledge and agree that I owe fiduciary and common law duties to Company, in addition to the covenants set

forth above, prohibiting the misuse or disclosure of trade secrets or confidential information and the unlawful

interference with Virtual Staff, LLC business and customer relationships.

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10. Termination
This Non Disclosure Non Interference Agreement shall terminate only upon the mutual written agreement of the

parties

11.  Survival
The obligations contained in Paragraphs (enter the acknowledgements, non disclosure, non interference clause

numbers) shall survive the termination of this Agreement for a period of three (3) years.

12. Waiver of Rights

Virtual Staff, LLC waiver, for whatever reason, of the terms of this non disclosure non interference agreement

between Virtual Staff, LLC and another client shall not operate as a waiver or release of Client's obligations

under the Non Disclosure, Non Interference Agreement and may not be used as evidence of Virtual Staff, LLC

intent to waive any of the terms.

13. Modification
This Agreement cannot be modified except in a written document signed by both Parties.

14. Remedies
Company acknowledges and agrees that Client uses significant resources to train and develop virtual assistants to
be effective member’s within its company and it would be detrimental to its business model should a virtual

assistant be removed and placed with a competitor in Client’s immediate market; therefore, Company agrees to not

place a virtual assistant who requests immediate departure from Client with a direct competitor for a period of three
months. For purposes of this section, direct competitor is a similar size company engaged within the same legal

market as Client and in the same practice field.

I acknowledge and agree that the compliance with the terms of this Agreement is necessary to protect the

business and goodwill of Virtual Staff, LLC; and that breach of this Agreement will irreparably and continually

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damage Virtual Staff, LLC, for which money damages may not be adequate. I agree that, in the event that I breach

or threaten to breach any of these covenants, Virtual Staff, LLC shall be entitled to (i) a preliminary or permanent

injunction in order to prevent the continuation of such harm; (ii) money damages calculated as reasonable loss
profits are Clients month service charge multiplied by number of months under contract multiplied by two. Nothing

in this Agreement shall be construed to prohibit Virtual Staff, LLC from also pursuing any other remedy, the parties
having agreed that all remedies shall be cumulative.

15. Arbitration / Mediation & Attorneys Fees

It is the policy of the State of California to encourage resolution of disputes through alternative dispute resolution

procedures such as mediation. Any dispute between Company and Client related to this Agreement which is not

resolved through informal discussion will be submitted to a mutually acceptable mediation service or provider. The

parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from

seeking equitable relief from a court of competent jurisdiction.

In the event of any dispute or controversy arising under this Agreement, the prevailing party in any litigation shall

be entitled to recover from the other party costs and expenses, including attorney's fees incurred by the prevailing

party related solely to the dispute or controversy.

16. No Defense
A claim by Client against Virtual Staff LLC shall not constitute a defense to Virtual Staff, LLC enforcement of the
restrictive covenants of this Non-Disclosure Non Interference Agreement.

17. Governing Law

This Agreement shall be subject to and governed by the laws of the State of California without regard or
regulations relating to conflict of laws. Client hereby consents to jurisdiction of and agree that any claim arising out

of or relating to this Agreement may be brought in any federal court or any state court of California that has

jurisdiction over such matters.

18. Severability

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 I acknowledge and agree that the parties have attempted to limit my right to solicit only to the extent necessary

to protect the legitimate interests of Virtual Staff, LLC; that this Agreement does not prevent me from independently
seeking out new staffing agencies, sourcing entities, or new business relationships in order to directly hire virtual
assistants. If any provision or clause of this Agreement or portion thereof, shall be held by any court of competent

jurisdiction to be illegal, void or unenforceable in such jurisdiction, the remainder of such provisions shall not
thereby be affected and shall be given full effect, without regard to the invalid portion.

19. Applicability
This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors, assigns,
executors, administrators and personal representatives.

19. Notice
Any notice to be given to me shall be sent by registered mail, certified mail or any other method by which receipt
can be confirmed to me at my last known business address. Any notice to Virtual Staff, LLC shall be sent by
registered mail, certified mail or any other method by which receipt can be confirmed to Virtual Staff, LLC: 21731

Ventura Blvd Suite #100, Woodland Hills, CA 91364.

20. Headings
The headings have been inserted for convenience only and are not to be considered when construing the
provisions of this Agreement.

21. Opportunity to Review

I acknowledge and agree that Virtual Staff, LLC is advising me that I may consult with an independent attorney
before signing this Agreement.

22. Complete Understanding

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 This Non-Disclosure Non Interference constitutes the complete understanding between the parties regarding
this subject.

IN WITNESS WHEREOF, the parties have caused this Non-Disclosure Non Interference Agreement to be
executed and delivered, effective as of the date signed below by a duly authorized officer of Virtual Staff, LLC.

Jeremiah Goldberg
Signer Name: Ian Grandy​
Director of Operations
Virtual Staff, LLC​ ​ Phone Number: 470-724-6776​
Mar 6, 2023​
Position: Attorney 

Company: Pain Pros Injury Attorneys​

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