VIRTUAL ASSISTANT AGREEMENT
Virtual Refresh LLC
This Agreement is between Tawnna Beavers (d/b/a Virtual Refresh LLC (“Virtual Assistant”), and Client’s Name (d/b/a Client’s Business Name) ( “Client”) (collectively the “Parties”, or in the singular “Party”), for the purpose of Client hiring Virtual Assistant to provide virtual assistant services. This Agreement shall become effective upon the date of both Parties’ signatures below (“Effective Date”).
1. Scope of Work
All assignments will be contracted on a case-by-case basis only. Client is under no obligation to guarantee Virtual Assistant any minimum number of assignments and Virtual Assistant has the ability to decline any projects they cannot fulfill.
Virtual Assistant agrees to perform tasks such as, but not limited to:
Sales Calls
Scheduling/Rescheduling Patients
Checking Patients Out
Communicating with Client via Voxer
Adding Clients to all Email Workflows
Lost Lead Tracking
Weekly/Monthly Scorecards
Know your Numbers report
End of Month patient report
2. Fees
In consideration for Virtual Assistant’s services, Client agrees to pay Virtual Assistant a monthly fee of $2000 to begin services. Thereafter, Virtual Assistant shall submit an invoice to Client on the 1st day of every month. Client shall pay Virtual Assistant within 5 business days of receipt of the invoice. Any invoice not paid in full within 5 days of receipt will be charged a $75.00 late fee and will accrue an additional 1% of the unpaid invoice amount every day thereafter. In the event Client fails to remit payment as specified, Virtual Assistant shall have the right to immediately terminate this Agreement with no further obligation and retain any monies already paid as liquidated damages.
3. Work Relationship
Client and Virtual Assistant agree and understand that Virtual Assistant is an independent contractor. No portion of this Agreement or any previous or subsequent dealings should be interpreted as establishing or attempting to establish an employer-employee relationship. Virtual Assistant understands and agrees that it is entirely liable and responsible for all taxes and fees associated with any potential income which may derive from this work. Client withholds no taxes for Virtual Assistant and will provide a 1099-NEC form to Virtual Assistant at the end of the year if necessary. Client is not responsible for any unemployment compensation, workers’ compensation, or insurance for Virtual Assistant.
4. Service Location
Both Parties understand and agree that the service to be provided under this Agreement shall be performed virtually.
5. Schedule and Days Off
Virtual Assistant shall set their own work hours throughout the week but maintains general office hours 8 AM- 4 PM CST. Virtual Assistant’s primary source of communication is through Voxer and email at tawnna@virtualrefreshco.com. Virtual Assistant will respond to Client’s communications no more than 48 hrs after Client emails Virtual Assistant. Client further understands and agrees that it is their responsibility to also respond to Virtual Assistant within a timely manner to ensure there is no breakdown of communication. Virtual Assistant recognizes all major federal holidays and shall inform Client of any irregular scheduling conflicts and days off when they will be unavailable.
6. Work Product and Copyright Agreement
All works created by Virtual Assistant pursuant to this Agreement shall be considered works made for hire for the Client, as defined by U.S. Copyright Law in Section 101 of the 1976 Copyright Act. To the extent that the work is determined by a court of competent jurisdiction or the Register of Copyrights not to be a work made for hire, Virtual Assistant agrees to execute any and all documents deemed necessary or appropriate by the Client to effectuate a complete transfer of ownership of all rights, including but not limited to copyright rights, to the Client throughout the world. All such works shall be created as part of collective works for Client, and Virtual Assistant shall not retain any intellectual property rights associated with such works. All such works shall be the exclusive property of Client. Virtual Assistant also agrees not to maintain copies of works created and Virtual Assistant shall not use any works created under this Agreement for any reason not authorized by Client, including, but not limited to, distribution to third-parties or for commercial use.
The only exception to this is Virtual Assistant’s workflow, calendaring system, and other specific virtual systems that Virtual Assistant creates are its own property.
7. Confidentiality
The Virtual Assistant shall not (i) disclose to any third-party any details regarding the business of the Client, including, without limitation the names of any of its customers, the prices it obtains, the prices at which it sells products, its manner of operation, its plans, its strategies, any of the Client’s trade secrets or any other information pertaining to the business of the Client (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client.
8. Expenses
Virtual Assistant is not entitled to reimbursement for any expenses except those that have been previously approved by the Client. Should the Client require travel by the Virtual Assistant, the Client shall reimburse the Virtual Assistant for all related travel expenses, along with reasonable lodging and meal expenses, upon presentation of receipts of such expenses.
Virtual Assistant shall not be responsible for membership or platform fees necessary to complete work for the Client such as: email marketing platforms, font or design fees, graphic design platforms or software, website hosting, social media scheduling platforms, CRM systems, task management platforms, widgets, etc.
9. Representations and Warranties
The Virtual Assistant represents and warrants to the Client the following:
There is no employment agreement or any other contractual obligation which prevents the Virtual Assistant from entering into this Agreement or from fully performing the Virtual Assistant’s duties under this Agreement.
Client shall make no specific accommodations for the Virtual Assistant to perform its duties and responsibilities, other than those specifically described under this Agreement.
Virtual Assistant understands that it is their responsibility to work remotely, track hours efficiently and honestly, and use its own equipment. Virtual Assistant is responsible for any issues or repairs associated with its equipment.
10. Non-Dispargement
Client and Virtual Assistant agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of Virtual Assistants. The Parties further agree to do nothing that would damage the other’s business reputation or goodwill; provided, however, that nothing in this Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
11. Term & Termination
This Agreement shall start on its Effective Date and continue for a term of 1 year. The Parties may sign another agreement upon the end of this Agreement’s term.
Virtual Assistant or Client may terminate this Agreement at any time, with or without cause, effective immediately upon giving written Notice, pursuant to Section 20, within 60 days of the next month. If such Notice is given, Virtual Assistant will complete all work in progress and Client is required to pay Client for any work completed up to the date of termination, including all additional hours worked by Virtual Assistant for Client, regardless of which Party terminates the Agreement.
12. Indemnification
Each Party hereby agrees to indemnify and hold harmless the other Party and its officers, directors, employees, consultants, contractors, and agents from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees to which the other may become subject as a result of any claim, demand, action or other legal proceeding by any third-party to the extent such losses arise directly or indirectly out of activities performed by the other Party pursuant to this Agreement, except to the extent such losses result from the gross negligence or willful misconduct of a Party.
13. Force Majeure
No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control that are unforeseen and unpredictable at the time of contracting, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 5-10 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 15-30 days following Notice given by it, the other Party may thereafter terminate this Agreement upon Notice.
14. Entire Agreement
This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between Virtual Assistant and Client, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.
15. Venue & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement that is not first resolved by arbitration shall be resolved exclusively in a federal or state court of competent jurisdiction located in Williamson County, Tennessee. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.
16. Arbitration
Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Williamson County, Tennessee unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each Party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
17. Transfer
This agreement cannot be transferred or assigned to any third party without written consent of both Client and Virtual Assistant.
18. Severability & No Waiver
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this Agreement.
19. Headings
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
20. Notice
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Client’s Email: (as shown below) Virtual Assistant’s Email: tawnna@virtualrefreshco.com
21. Counterparts & Facsimile Signatures
A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.
VIRTUAL ASSISTANT CONTRACT
Each Party has read, understands, and agrees to the terms and conditions of this Agreement.
