Virtual Assistant Agreement - Template, Sample Form Pro · US-law

VIRTUAL ASSISTANT SERVICES AGREEMENT

This Virtual Assistant Services Agreement (this "Agreement") is made and entered into and effective as of ________ (the "Effective Date"), by and between the parties identified below (each a "Party" and collectively, the "Parties"):

________, an independent contractor (hereinafter referred to as the "Assistant"), having a principal address as follows:

________
Email: ________

and ________ (hereinafter referred to as the "Client"), having a principal address as follows:

________
Email: ________

RECITALS

WHEREAS, the Client desires to engage the Assistant to provide certain virtual assistance services, as more fully described herein;

WHEREAS, the Assistant represents that it possesses the knowledge, skill, and experience necessary to perform such services and desires to provide such services to the Client; and

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. SCOPE OF ENGAGEMENT

1.1. This Agreement sets forth the terms and conditions pursuant to which the Assistant agrees to perform certain Services (as defined in § 3) for the Client. The Assistant is engaged for the limited purpose of providing the Services described herein.

§ 2. INDEPENDENT CONTRACTOR RELATIONSHIP

2.1. The Assistant is and shall at all times remain an independent contractor and not an employee, agent, partner, joint venturer, or legal representative of the Client. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between the Parties.

2.2. Except as expressly set forth herein, neither Party shall have any authority to control the activities and operations of the other, nor to bind, commit, or incur any obligation on behalf of the other.

2.3. The Assistant shall be solely responsible for the means, manner, and methods by which the Services are performed and shall furnish, at the Assistant's own expense, the equipment, supplies, and resources reasonably required to perform the Services, except as otherwise expressly agreed in writing.

2.4. The Assistant is not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers' compensation, unemployment insurance, or paid leave, and waives any claim thereto.

2.5. The Client may authorize the Assistant to act as the Client's representative in certain limited circumstances; provided, that any such authorization shall be agreed to by both Parties in writing in advance.

§ 3. DESCRIPTION OF SERVICES

3.1. The Client hereby engages the Assistant, and the Assistant accepts such engagement, to provide the following services (collectively, the "Services"):

(a) Email management: organizing, sorting, and responding to email; setting up email templates;

(b) Calendar management: managing appointments and scheduling meetings; setting reminders for important deadlines; coordinating meetings;

(c) Travel planning: researching travel options, booking flights and hotels, organizing itineraries and travel documents, and coordinating transportation;

(d) Social media management: scheduling and posting content across various social media platforms, engaging with followers, responding to messages and comments, and monitoring social media analytics;

(e) Customer support: responding to customer inquiries via email, chat, or telephone; troubleshooting basic issues or escalating more complex issues; and managing and following up on customer complaints or requests;

(f) Order processing: assisting with order management, processing, and tracking; managing inventory or assisting with product listings; and handling returns, exchanges, and refunds;

(g) Project assistance: helping manage tasks, deadlines, and progress on ongoing projects; coordinating with team members and clients to ensure timely completion; and using project management tools to track project milestones; and

(h) Research: conducting research for various tasks, such as market research, competitor analysis, or product sourcing; and compiling reports or summaries of research findings.

3.2. The Parties may agree in a separate, written instrument (which may be informal, such as an email) to expand the scope of the Services to include additional tasks.

§ 4. REPRESENTATIONS AND WARRANTIES

4.1. The Assistant represents and warrants that the Assistant has the knowledge, skills, and experience necessary to provide the Services and shall perform the Services in a professional, diligent, and workmanlike manner consistent with generally accepted industry standards.

4.2. The Assistant further represents and warrants that the performance of the Services will not violate any agreement, obligation, or duty owed by the Assistant to any third party.

§ 5. NON-EXCLUSIVITY

5.1. The Assistant may be engaged or employed in any other business, trade, profession, or activity that does not place the Assistant in a conflict of interest with the Client; provided, that, during the term of this Agreement, the Assistant shall not engage in any business activity that directly competes with the business of the Client without the Client's prior written consent.

§ 6. AVAILABILITY

6.1. The Client shall not generally control the time and manner in which the Assistant performs the Services. The Assistant agrees, however, to be available during the following time blocks to perform the Services for the Client:

________

6.2. The Assistant shall be unavailable on the following holidays:

________

§ 7. FEES, EXPENSES, AND PAYMENT

7.1. The Client shall be billed on an hourly basis through an invoicing system, with invoices to be issued ________.

7.2. The hourly rate payable to the Assistant shall be $________ (________) per hour.

7.3. The Assistant shall not devote more than the following maximum number of hours per week to the Services without the Client's prior written approval: ________.

7.4. Payment shall be due within seven (7) days after the Client's receipt of an invoice.

7.5. A late charge of five percent (5%) of any past-due amount shall be applied to invoices not paid when due, to the extent permitted by applicable law. In no event shall any late charge or interest exceed the maximum rate permitted by applicable law.

7.6. The Services shall commence upon the execution of this Agreement and the Assistant's receipt of a retainer in the amount of $________ (________). Billing shall be assessed against the retainer until it has been exhausted, after which the Client shall be billed in accordance with this § 7.

7.7. The Client agrees to reimburse the Assistant for pre-approved expenses and costs as indicated on invoices. All such expenses and costs shall be accompanied by receipts and reasonable supporting documentation.

§ 8. TAXES

8.1. The Assistant acknowledges that, where applicable, the Assistant will receive an IRS Form 1099-NEC (or other applicable information return) from the Client, and that the Assistant shall be solely responsible for the timely payment and reporting of all of the Assistant's federal, state, and local taxes, including self-employment taxes, arising from compensation paid under this Agreement.

8.2. The Assistant shall, upon request, provide the Client with a completed IRS Form W-9 or other documentation reasonably necessary for the Client's tax reporting obligations.

§ 9. RESPONSE TIME

9.1. The Assistant agrees to respond to the Client no later than twelve (12) hours after the Client's communication or request.

9.2. In the event of an emergency or similar conflict, the Assistant shall give the Client as much advance notice as reasonably possible of any potential interruption to the Services, whether temporary or long-term.

§ 10. DELIVERABLES AND MILESTONES

10.1. All Services shall be completed and concluded on or before ________.

10.2. The Assistant agrees to the following milestones:

________

§ 11. TERM AND TERMINATION

11.1. This Agreement shall commence on the Effective Date and continue until the end date specified in § 10.1, unless earlier terminated in accordance with this § 11.

11.2. Either Party may terminate this Agreement prior to the specified end date by providing the other Party with written notice of not less than thirty (30) days.

11.3. Either Party may terminate this Agreement immediately upon written notice in the event of a material breach of the terms of this Agreement by the other Party that remains uncured for ten (10) days following written notice thereof.

11.4. This Agreement shall terminate automatically upon: (a) the death of the Assistant or Client; (b) the inability of the Assistant to perform the Services due to a sudden and medically documented physical or mental disability; (c) the liquidation, dissolution, or discontinuance of the business of the Client in any manner; or (d) the filing of any petition by or against the Client or the Assistant under any federal or state bankruptcy or insolvency law.

11.5. Upon termination, all accrued and unpaid fees and reimbursements shall be paid to the Assistant for Services rendered and expenses incurred up to and including the date of termination.

11.6. Upon expiration or termination of this Agreement, or at any other time upon the Client's written request, the Assistant shall promptly:

• deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for the Assistant's use by the Client;
• deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client's confidential or proprietary information;
• permanently erase all of the Client's confidential or proprietary information from any of the Assistant's computer systems and electronic storage; and
• certify in writing to the Client that the Assistant has complied with the requirements of this § 11.6.

§ 12. CONFIDENTIAL OR PROPRIETARY INFORMATION

12.1. The Assistant acknowledges and agrees that the Assistant may receive confidential and/or proprietary information relating to the Client's business, including but not limited to client lists, client notes, specifications, project information, business plans, financial information, and technological resources (collectively, "Confidential Information"). The Assistant acknowledges that such Confidential Information is significant to the Client's business and that any unauthorized disclosure thereof would be materially detrimental to the Client. Accordingly, the Assistant agrees that the Assistant shall:

• not disclose the Confidential Information by any means not authorized by the Client to any third party;
• not copy or duplicate the Confidential Information unless specifically directed to do so by the Client;
• maintain the confidentiality of the Confidential Information during the term of this Agreement and for a period of at least two (2) years following its termination (and, with respect to trade secrets, for so long as such information remains a trade secret under applicable law, including the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq.);
• not use the Confidential Information for any purpose except as expressly authorized by the Client; and
• notify the Client immediately upon becoming aware of any unauthorized use or disclosure of the Confidential Information.

12.2. The obligations of this § 12 shall not apply to information that: (a) is or becomes publicly available through no fault of the Assistant; (b) was rightfully known to the Assistant without restriction prior to disclosure; (c) is rightfully obtained from a third party without breach of any obligation of confidentiality; or (d) is required to be disclosed by law, regulation, or valid court order, provided that the Assistant gives the Client prompt prior written notice (to the extent legally permitted) and reasonable cooperation to seek protective treatment.

12.3. Pursuant to 18 U.S.C. § 1833(b), the Assistant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

§ 13. OWNERSHIP OF WORK PRODUCT

13.1. All work product, deliverables, documents, materials, and other results produced by the Assistant in the course of performing the Services under this Agreement (collectively, the "Work Product") shall be the sole and exclusive property of the Client. To the extent permitted by law, the Work Product shall be deemed a "work made for hire" under the Copyright Act of 1976, 17 U.S.C. § 101 et seq.

13.2. To the extent the Work Product does not qualify as a work made for hire, the Assistant hereby irrevocably assigns to the Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

13.3. The Assistant agrees to execute any documents and take any actions reasonably requested by the Client, at the Client's expense, to perfect, evidence, or otherwise give full effect to the Client's ownership of the Work Product.

§ 14. NON-SOLICITATION

14.1. During the term of this Agreement and for a period of one (1) year following its termination, the Assistant shall not, directly or indirectly, solicit, divert, or attempt to solicit or divert any of the Client's clients, customers, employees, or contractors for the purpose of competing with the Client or for any other purpose, without the Client's prior written consent. The Parties intend that this § 14 be enforced to the fullest extent permitted by applicable law, and if any portion is deemed unenforceable, it shall be reformed to the maximum enforceable scope.

§ 15. INDEMNIFICATION

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§ 16. LIMITATION OF LIABILITY

16.1. Except for breaches of § 12 (Confidential or Proprietary Information), § 13 (Ownership of Work Product), or indemnification obligations under § 15, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, regardless of the form of action. Except for the foregoing exclusions, the Assistant's aggregate liability under this Agreement shall not exceed the total fees paid to the Assistant under this Agreement.

§ 17. SURVIVAL

17.1. Any provision of this Agreement that by its terms imposes continuing obligations on either Party shall survive the expiration or termination of this Agreement.

§ 18. DISPUTE RESOLUTION

18.1. In the event of any dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such efforts fail, the dispute shall be submitted to binding arbitration administered in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq., before a single arbitrator. The arbitration shall be conducted in ________ County, State of ________. The arbitrator shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable federal law and the laws of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration include, without limitation, contract claims, tort claims, and claims arising under federal, state, or local laws, ordinances, statutes, or regulations. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ARBITRABLE CLAIM.

§ 19. GOVERNING LAW AND VENUE

19.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Subject to § 18, each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in ________ County, State of ________, in any legal suit, action, or proceeding arising out of or relating to this Agreement or the Services provided hereunder.

§ 20. SUCCESSORS AND ASSIGNS

20.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns. The Assistant may not assign or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the Client.

§ 21. COUNTERPARTS AND ELECTRONIC SIGNATURES

21.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means or in electronic format shall be deemed valid and binding to the same extent as original signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

§ 22. NOTICES

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§ 23. FORCE MAJEURE

23.1. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including, without limitation, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, natural disasters, and other unforeseen circumstances. Payment obligations for Services already rendered shall not be excused by this § 23.

§ 24. SEVERABILITY

24.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed, and the remaining provisions shall continue in full force and effect.

§ 25. WAIVER

25.1. No waiver by either Party of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.

§ 26. HEADINGS

26.1. Headings in this Agreement are for convenience only and shall not affect the interpretation or construction of any provision of this Agreement.

§ 27. ENTIRE AGREEMENT; MODIFICATION

27.1. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended, modified, or discharged only by a writing signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

CLIENT:

Name: ________

Title: ________

Signature: ________

Date: ________

ASSISTANT:

Name: ________

Signature: ________

Date: ________