@Nota_female

Jan. 15

VIRTUAL ASSISTANT AGREEMENT

This Virtual Assistant Agreement (“Agreement”) is entered into between

______________________________ (“V.A.”) and _________________________________
(“Client”) (collectively, “Parties”).
For valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:

1. Term
This Agreement will take effect on the date the Parties have fully executed the
Agreement and will stay in effect for at least ____ months after that, unless
terminated under the terms of this Agreement. The Agreement will automatically
renew for continuous __________________ periods unless either party gives written
notice of termination prior to the end of the then-current term.

2. Services
V.A. will perform certain services in connection with Client and is currently
contemplated to perform services including the following:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
V.A. shall render the Services in a competent, professional, and artistic manner to
the best of V.A.’s ability and shall render Services in an enthusiastic and positive
manner when representing the Client across any and all opportunities.
V.A. will provide progress reports on a _____________ (daily, weekly, or monthly)
basis.
V.A. will be required to work ______ hours, _____ days per ______. The usual
business hours shall be _______________________________________________.

3. Compensation
In consideration for the full performance of V.A.’s services hereunder and the rights
and releases granted in this Agreement, Client shall compensate V.A. and V.A.
agrees to accept the compensation set forth below:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Client will pay any legitimate business expenses of the V.A., as long as they are
justified and agreed with the Client. V.A. will, once per week, send all business-
related expenses to the Client with receipts for reimbursement.

4. Intellectual Property
V.A. agrees that the results and proceeds of the services contemplated by this
Agreement, including without limitation any designs, ideas, themes, content, and
materials developed or provided by V.A. (the “Work”) is a “work made for hire” as
defined in the U.S. Copyright Act of 1976, 17 U.S.C. §101 et seq. Client owns all
Work for all purposes, worldwide, in perpetuity.
If any Work is determined not to be a work made for hire, without limiting the
preceding, V.A. shall transfer all rights, ownership, and interests of any kind,
whether currently known or later ascertained.
Client may replicate, adapt, create derivative works from, publish, display, assign,
license, transfer, or otherwise use the Work, and all elements and derivatives of the
Work, in whole or in part, in any media currently existing or later developed
(including social media), worldwide, forever, royalty-free and without any kind of
restriction. V.A. agrees that Client has valid ownership of all copyrights, brands,
trademarks, trade dress and patent rights, whether or not created by or contributed
to by V.A.

5. No Right of Approval
V.A. hereby irrevocably waives any and all right to inspect and/or approve Client’s
use of the Work, including without limitation any text, image and/or other creative
elements that may be used in connection with the Work.

6. Nature of Relationship
This Agreement does not create a partnership, joint venture, or employment
relationship between V.A. and Client. Both Parties agree that V.A. is, and at all
times during this Agreement shall remain, an independent contractor.
 7. Termination.
A. By Virtual Assistant
V.A. may terminate the Agreement upon reasonable advance written notice to the
Client.
B. By Client Without Cause.
Client may terminate the Agreement upon written notice to the V.A.
C. By Client For Cause.
Client may terminate this Agreement upon written notice to the V.A. for an
uncured material breach of the Agreement. Client shall include in the notice of
termination the grounds for termination. V.A. shall have fifteen (15) days to cure
any such claimed breach.
D. Disability.
If V.A. should fail to fulfill V.A.’s obligations under this Agreement for fourteen
successive days or a total of twenty-one days due to illness, disability, injury, or
change in appearance, then Client may in its sole discretion: (a) terminate this
Agreement; or (b) extend this Agreement for a period of time equivalent to V.A.’s
absence or inability to perform.

8. Representations and Warranties

V.A. represents and warrants that he or she has the full and unrestricted right to
enter into and perform all terms of this Agreement. V.A. also warrants that, in
performing under this Agreement, he or she has complied and will comply with all
applicable laws, rules, and regulations. V.A. further warrants that the Work is
original to V.A., that the use of the Work does not and will not violate the rights of
any third party, including any intellectual property or privacy right, and that the
Work will not contain any disparaging, pornographic, defamatory, or offensive
material.

9. Confidentiality
A. Maintenance of Confidentiality
V.A. recognizes that, because of V.A.’s past or current relationship with Client, V.A.
has had access to Confidential Information (as defined below). V.A. agrees that,
unless he or she receives prior written consent from Client, V.A. shall not directly or
indirectly use, disclose, publish, or otherwise release in any manner whatsoever
(other than as required by law) any of the Client’s Confidential Information.
V.A. further agrees that the unauthorized use, publication, or any other disclosure
of the Client’s Confidential Information constitutes unfair competition and V.A.
agrees that he or she shall not engage in unfair competition with the Client.
These provisions are not to be construed to prevent V.A. from using information
that is publicly available through no fault of V.A.’s. Information will not, however,
be deemed public simply because it is contained in some general information that is
public.
B. Third Party Information
V.A. recognizes that Client has received and will receive confidential or proprietary
information from third parties which Client has a duty to maintain the
confidentiality of. V.A. agrees to hold all such confidential or proprietary
information in confidence as if it were Client’s Confidential Information.
C. Definition of Confidential Information.
“Confidential Information” means all information, matters, or things which are of
secret, proprietary, or private nature related to the methods of operation of the
business of a Party, and which shall include:
(1) business information known or accessible only to the disclosing
Party, such as
(A) information about clients, customers, vendors, and suppliers,
including without limitation names, addresses, credit, and
financial condition, buying, and selling habits, behaviors,
preferences, or requirements;
(B) any partnerships or agreements that a Party has or has had
with third parties;
(C) the marketing or advertising practices, projects, and tactics
of a Party; and
(D) the terms of contracts or agreements of a Party;
(2) other information, including without limitation product or service
information, trade secrets, knowledge, formulas, inventions,
technologies, findings, techniques, formats, processes, approaches,
specifications, drawings, images, designs, outlines, schematics,
patterns, data, an assembly of information, test results and research
and development projects of a Party.
The term “trade secrets” shall carry the broadest interpretation of trade secrets
allowed by applicable law.
@Nota_female

10. Independent Contractor

V.A.’s status under this Agreement is that of an independent contractor. This
Agreement does not create the status of employer and employee. V.A. is responsible
for timely paying all taxes and other withholdings, deductions, and payments
required by law, if any, with respect to V.A.’s services hereunder. V.A. will
indemnify and hold Client harmless against any claims, lawsuits, or liabilities
incurred by Client due to V.A.’s failure to make such payments.

11. Indemnity and Limitation of Liability

The Client will not be liable in contract or based on negligence, tort, warranty, strict
liability, or any other theory for indirect, special, punitive, consequential, or
incidental damages, or lost revenue, profits, or data arising under this Agreement.
The V.A. agrees that this limitation of liability is fair and appropriate.
The V.A. agrees to indemnify and hold harmless Client, its affiliates, subsidiaries,
owners, managers, directors, officers, employees, agents, representatives,
shareholders, and members, from and against any claims, alleged harm, actions,
demands, liabilities, losses, judgments, settlements, and expenses (including legal
expenses) (“Losses”) if such Losses arise from or relate to any breach or alleged
breach of any term, condition, or provision of this Agreement.

12. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of ______________ without
giving effect to the principals of conflicts of law. The parties agree to jurisdiction
and venue in the courts located in the State of _________________.

13. Entire Agreement

This Agreement is the whole agreement between the parties concerning this subject
matter and replaces all previous verbal or written agreements and understandings.

Virtual Assistant (V.A.) Client

Signed: _______________________________ Signed: _______________________________

Printed: _______________________________ Printed: _______________________________

Date: _________________________________ Date: _________________________________