1. DESCRIPTION OF SERVICES: Beginning on the initial date of signing, Service Provider will provide the following services (collectively, the “Services”): Provide Access and Communication to a Virtual Assistant based in Latin America, Europe or the Middle East, depending on the elected parameters and plans chosen.

2. SERVICE LOCATION: The Service to be provided under this Agreement shall be performed at the Service Provider’s place of business.

3. SCHEDULE AND DAYS OFF: Service Provider Assistance is generally available to provide Services during normal business hours. Monday – Friday 8am – 5pm MST, excluding national holidays on the Virtuous Virtual Assistant’s country of residency

4. PAYMENT FOR SERVICES: Client will pay compensation to Service Provider for the Services at a rate of per month. This compensation shall be payable and due through the billing department of Virtuous Virtual Assistant

5. TERM/TERMINATION: Either party may terminate this agreement upon 30 days’ written notice to the other party. Provided, however, that each party may terminate the agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.

6. NON-DISCLOSURE AND NON-SOLICITATION: Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Furthermore, Client agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, the Client shall not directly or indirectly solicit or attempt to solicit any customers, suppliers, or employees of service provider.

7. RELATIONSHIP OF PARTIES: It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider. Any expenses taken on by the VA needs to be authorized prior to being reimbursed.

8. WORK PRODUCT OWNERSHIP: Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part by Service Provider in connection with the Services shall be considered a Work Made for Hire and shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

9. LIABILITY: Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) acts of God, strikes or labor disputes, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.

10. CONFIDENTIALITY: Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, notes documentation and other items that were used, created, or controlled by Service Provider including the items that were acquired by service provider, that were approved by the client by written consent and were properly reimbursed during the term of this Agreement, ergo the Client will only be responsible to reimburse those purchases that are approved by written consent approved.

11. SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, then the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited

12. GOVERNING LAW: This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Utah, without regard to conflicts of law principles.
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