VIRTUAL ASSISTANT CONTRACT.docx

Customize this contract by signing up on Indy

VIRTUAL ASSISTANT CONTRACT

This Virtual Assistant Contract (the "Agreement"), dated [the date both parties will have signed] is

entered into by [virtual assistant name], an individual residing in [address], (the "Virtual Assistant"),

and [client name], an individual residing in [address], (the "Client").

Whereas, the Virtual Assistant and the Client desire to establish the terms and conditions under

which the Virtual Assistant will provide services to the Client, the parties agree as follows:

1. Scope of Work. The Virtual Assistant agrees to perform such consulting, advisory and related

services specified on Exhibit A to this Agreement ("Description of Services").

2. Term. This Agreement shall commence from the date this Agreement is signed by both parties

and shall continue until the scope of work defined in the Description of Services is completed (such

period, as it may be extended or sooner terminated in accordance with the provisions of Section 4,

being referred to as the ("Service Period").

3. Payment.

a. Service Cost. In consideration of the Service, the Client will pay the Virtual Assistant of $ per hour

(the "Service Cost").

b. Expenses. The Virtual Assistant shall be responsible for all business expenses incurred by the

Virtual Assistant in connection with, or related to, the performance of the services.

c. Invoices. The Client shall pay to the Virtual Assistant amounts shown on each statement or

invoice described in Section 3(a) and 3(b) within () days after receipt thereof.

d. Benefits. The Virtual Assistant shall not be entitled to any benefits, coverages or privileges,

including, without limitation, health insurance, social security, unemployment, medical or pension

payments, made available to employees of the Client.

4. Termination. This Agreement may be terminated prior to the end of the Service Period in the

following manner: (a) by either the Virtual Assistant or the Client upon not less than () days prior

written notice to the other party; (b) by the non-breaching party, upon twenty-four (24) hours prior

written notice to the breaching party if one party has materially breached this Agreement; or (c) at

any time upon the mutual written consent of the parties hereto. In the event of termination, the Virtual

Assistant shall be entitled to payments for services performed that have not been previously paid

and, subject to the limitations in Section 3.2, for expenses paid or incurred prior to the effective date

of termination that have not been previously paid. Such payment shall constitute full settlement of

any and all claims of the Virtual Assistant of every description against the Client. In the event that the

Client’s payment to the Virtual Assistant exceeds the amount of services performed and (subject to

the limitations in Section 3.2) for expenses paid or incurred prior to the effective date of termination,

then the Virtual Assistant will immediately refund the excess amount to the Client. Such refund shall

constitute full settlement of any and all claims of the Client of every description against the Virtual

Assistant.

5. Cooperation.The Virtual Assistant shall use Virtual Assistant's best efforts in the performance of

Virtual Assistant's obligations under this Agreement. The Client shall provide such access to its

information and property as may be reasonably required in order to permit the Virtual Assistant to

perform Virtual Assistant's obligations hereunder. The Virtual Assistant shall cooperate with the

Virtual Assistant’s personnel, shall not interfere with the conduct of the Virtual Assistant’s business

and shall observe all rules, regulations and security requirements of the Virtual Assistant concerning

the safety of persons and property.

6. Proprietary Information and Inventions.

a. Proprietary Information.

1. The Virtual Assistant acknowledges that Virtual Assistant’s relationship with the Client is one of

high trust and confidence and that in the course of Virtual Assistant's service to the Client, Virtual

Assistant will have access to and contact with Proprietary Information. The Virtual Assistant will not

disclose any Proprietary Information to any person or entity other than employees of the Client or

use the same for any purposes (other than in the performance of the services) without written

approval by an officer of the Client, either during or after the Consultation Period, unless and until

such Proprietary Information has become public knowledge without fault by the Virtual Assistant.

2. For purposes of this Agreement, Proprietary Information shall mean, by way of illustration and not

limitation, all information, whether or not in writing, whether or not patentable and whether or not

copyrightable, of a private, secret or confidential nature, owned, possessed or used by the Client,

concerning the Client’s business, business relationships or financial affairs, including, without

limitation, any Invention, formula, vendor information, customer information, apparatus, equipment,

trade secret, process, research, report, technical or research data, clinical data, know-how, computer

program, software, software documentation, hardware design, technology, product, processes,

methods, techniques, formulas, compounds, projects, developments, marketing or business plan,

forecast, unpublished financial statement, budget, license, price, cost, customer, supplier or

personnel information or employee list that is communicated to, learned of, developed or otherwise

acquired by the Virtual Assistant in the course of Virtual Assistant's service as a Virtual Assistant to

the Client.

3. The Virtual Assistant’s obligations under this Section 6 shall not apply to any information that (i) is

or becomes known to the general public under circumstances involving no breach by the Virtual

Assistant or others of the terms of this Section 6, (ii) is generally disclosed to third parties by the

Client without restriction on such third parties, or (iii) is approved for release by written authorization

of an officer of the Client.

4. The Virtual Assistant agrees that all files, documents, letters, memoranda, reports, records, data

sketches, drawings, models, laboratory notebooks, program listings, computer equipment or

devices, computer programs or other written, photographic, or other tangible material containing

Proprietary Information, whether created by the Virtual Assistant or others, which shall come into

Virtual Assistant's custody or possession, shall be and are the exclusive property of the Client to be

used by the Virtual Assistant only in the performance of Virtual Assistant's duties for the Client and

shall not be copied or removed from the Client’s premises except in the pursuit of the business of the

Client. All such materials or copies thereof and all tangible property of the Client in the custody or

possession of the Virtual Assistant shall be delivered to the Client, upon the earlier of (i) a request by

the Client or (ii) the termination of this Agreement. After such delivery, the Virtual Assistant shall not

retain any such materials or copies thereof or any such tangible property.

5. The Virtual Assistant agrees that Virtual Assistant’s obligation not to disclose or to use information

and materials of the types set forth in paragraphs (2) and (4) above, and Virtual Assistant's

obligation to return materials and tangible property set forth in paragraph (4) above extends to such

types of information, materials and tangible property of customers of the Client or suppliers to the

Client or other third parties who may have disclosed or entrusted the same to the Client or to the

Virtual Assistant.

6. The Virtual Assistant acknowledges that the Client from time to time may have agreements with

other persons or with the United States Government, or agencies thereof, that impose obligations or

restrictions on the Client regarding inventions made during the course of work under such

agreements or regarding the confidential nature of such work. The Virtual Assistant agrees to be

bound by all such obligations and restrictions that are known to Virtual Assistant and to take all

action necessary to discharge the obligations of the Client under such agreements.

b. Inventions.

1. All inventions, ideas, creations, discoveries, computer programs, works of authorship, data,

developments, technology, designs, innovations and improvements (whether or not patentable and

whether or not copyrightable) which are made, conceived, reduced to practice, created, written,

designed or developed by the Virtual Assistant, solely or jointly with others or under Virtual

Assistant's direction and whether during normal business hours or otherwise, (i) during the

Consultation Period if related to the business of the Client or (ii) after the Consultation Period if

resulting or directly derived from Proprietary Information (as defined below) (collectively under

clauses (i) and (ii), "Inventions"), shall be the sole property of the Client. The Virtual Assistant hereby

assigns to the Client all Inventions and any and all related patents, copyrights, trademarks, trade

names, and other industrial and intellectual property rights and applications therefore, in the United

States and elsewhere and appoints any officer of the Client as Virtual Assistant's duly authorized

attorney to execute, file, prosecute and protect the same before any government agency, court or

authority. However, this paragraph shall not apply to Inventions which do not relate to the business

or research and development conducted or planned to be conducted by the Client at the time such

Invention is created, made, conceived or reduced to practice and which are made and conceived by

the Virtual Assistant not during normal working hours, not on the Client’s premises and not using the

Client’s tools, devices, equipment or Proprietary Information. The Virtual Assistant further

acknowledges that each original work of authorship which is made by the Virtual Assistant (solely or

jointly with others) within the scope of the Agreement and which is protectable by copyright is a

"work made for hire," as that term is defined in the United States Copyright Act.

2. Upon the request of the Client and at the Client’s expense, the Virtual Assistant shall execute

such further assignments, documents and other instruments as may be necessary or desirable to

fully and completely assign all Inventions to the Client and to assist the Client in applying for,

obtaining and enforcing patents or copyrights or other rights in the United States and in any foreign

country with respect to any Invention. The Virtual Assistant also hereby waives all claims to moral

rights in any Inventions.

3. The Virtual Assistant shall promptly disclose to the Client all Inventions and will maintain adequate

and current written records (in the form of notes, sketches, drawings and as may be specified by the

Client) to document the conception and/or first actual reduction to practice of any Invention. Such

written records shall be available to and remain the sole property of the Client at all times.

4. Notwithstanding the foregoing in this Section 6(b), the ownership and use of the Inventions that

are assigned to the Client in Section 6(b)(i) (the "Assigned Inventions") shall be limited as set forth in

Exhibit B.

7. Limitation of Liability. Notwithstanding anything to the contrary contained elsewhere herein, neither

party shall be liable to the other for any consequential, special, incidental, indirect or punitive

damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of

anticipated profit, loss of bargain, loss of revenue or loss of product or production, however arising

under this contract or as a result of, relating to or in connection with the service and the parties’

performance of the obligations hereunder, and no such claim shall be made by any party against the

other regardless of whether such claim is based or claimed to be based on negligence (including

sole, joint, active, passive, or concurrent negligence, but excluding gross negligence), fault, breach

of warranty, breach of agreement, breach of contract, statute, strict liability or any other theory of

liability.

8. Indemnification. The Virtual Assistant shall be solely liable for, and shall indemnify, defend and

hold harmless the Company and its successors and assigns from any claims, suits, judgments or

causes of action initiated by any third party against the Company where such actions result from or

arise out of the services performed by the Virtual Assistant or its Employees under this Agreement.

The Virtual Assistant shall further be solely liable for, and shall indemnify, defend and hold harmless

the Company and its successors and assigns from and against any claim or liability of any kind

(including penalties, fees or charges) resulting from the Virtual Assistant’s or its Employees’ failure to

pay the taxes, penalties, and payments referenced in Section 9 of this Agreement. The Virtual

Assistant shall further indemnify, defend and hold harmless the Company and its successors and

assigns from and against any and all loss or damage resulting from any misrepresentation, or any

non-fulfillment of any representation, responsibility, covenant or agreement on its part, as well as any

and all acts, suits, proceedings, demands, assessments, penalties, judgments of or against the

Company relating to or arising out of the activities of the Virtual Assistant or its Employees and the

Virtual Assistant shall pay reasonable attorneys’ fees, costs and expenses incident thereto.

9. Independent Contractor Status. The parties shall be deemed independent contractors for all

purposes hereunder. Accordingly:

a. The Virtual Assistant will use its own equipment, tools and materials to perform its obligations

hereunder.

b. The Client will not control how the Service is performed on a day-to-day basis and the Virtual

Assistant will determine when, where and how the Service will be provided.

c. The Client will not provide training to the Virtual Assistant.

d. The Virtual Assistant will be solely responsible for all state and federal income taxes in connection

with this Agreement.

e. This Agreement does not constitute an employment, partnership, joint venture or agency between

the parties hereto, nor shall either of the parties hold itself out as such contrary to the terms hereof

by advertising or otherwise nor shall either of the parties become bound or become liable because of

any representation, action or omission of the other.

10. General.

a. Survival. Sections 4 through 11 shall survive the expiration or termination of this Agreement.

b. Non-Solicitation. During the Service Period and for a period of [six (6) months] thereafter, the

Virtual Assistant shall not, either alone or in association with others, (a) solicit, or permit any

organization directly or indirectly controlled by the Virtual Assistant to solicit, any employee of the

Client to leave the employment of the Client, or (b) solicit or permit any organization directly or

indirectly controlled by the Virtual Assistant to solicit any person who is engaged by the Client.

c. Use of Subcontractors. The Virtual Assistant may use trusted contractors to complete components

of the Virtual Assistant’s obligations hereunder, provided that the Virtual Assistant shall remain solely

responsible for such contractors’ performance, that the Client shall have no obligation to such

contractors and the use of such contractors shall not cause any increase in fees, costs or expenses

that would otherwise be payable hereunder.

d. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the

entire agreement between the Client and the Virtual Assistant and supersedes any prior

understandings, agreements or representations by the parties, whether written or oral, with respect

to the subject matter hereof.

e. Assignment. Neither party may assign or transfer this Agreement in whole or in part, nor any of

the rights hereunder, without prior written consent of the other party.

f. Notices. All notices required or permitted under this Agreement shall be in writing and shall be

deemed effective upon personal delivery or upon deposit in the United States Post Office, by

registered or certified mail, postage prepaid, addressed to the other party at the address shown

above, or at such other address or addresses as either party shall designate to the other in

accordance with this Section 13.

g. Amendments. No amendment of any provision of this Agreement shall be valid unless the same

shall be in writing and signed by each party.

h. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any

situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and

provisions hereof or the validity or enforceability of the offending term or provision in any other

situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares

that any term or provision hereof is invalid or unenforceable, the Virtual Assistant and the Client

agree that the court making the determination of invalidity or unenforceability shall have the power to

limit the term or provision, to delete specific words or phrases, or to replace any invalid or

unenforceable term or provision with a term or provision that is valid and enforceable and that comes

closest to expressing the intention of the invalid or unenforceable term or provision, and this

Agreement shall be enforceable as so modified.

i. Force Majeure. Neither party will be liable for any failure or delay in its performance under this

Agreement due to any cause beyond its reasonable control, including acts of war, acts of God,

earthquake, flood, fire, embargo, riot, sabotage, or failure of third party power or telecommunications

networks, provided that the delayed party: (a) gives the other party prompt notice of such cause and

(b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.

j. Governing Law. This Agreement shall be governed by and construed in accordance with the laws

of the State of (other than any principle of conflict or choice of laws that would cause the application

of the laws of any other jurisdiction).

k. Arbitration. Any unresolved controversy or claim arising out of or relating to this Agreement,

except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising

out of either party’s intellectual property rights for which a provisional remedy or equitable relief is

sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if

no agreement can be reached within thirty (30) days after names of potential arbitrators have been

proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having

reasonable experience in corporate finance transactions of the type provided for in this Agreement

and who is chosen by the AAA. The arbitration shall take place in , , in accordance with the AAA

rules then in effect, and judgment upon any award rendered in such arbitration will be binding and

may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to

reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to

which such party may be entitled.

l. Counterpart. This Agreement may be executed in two or more counterparts, each of which shall be

deemed an original but all of which together shall constitute one and the same instrument. This

Agreement may be executed by facsimile, digital or electronic signature.

IN WITNESS WHEREOF, the parties hereto have executed this CONSULTING AGREEMENT

By: By:

[virtual assistant name] [client name]

Date: Date: