Business Assistant Template

BUSINESS ASSISTANT AGREEMENT

Agreement Date:

Client Name:    Business Assistant Name:

RECITALS (WHEREAS)

WHEREAS, Client is engaged in the operation of its business and requires administrative, operational and business support services to assist in daily operations and strategic initiatives; and

WHEREAS, Business Assistant represents that Business Assistant has the qualifications, experience and ability to perform such services on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the terms under which Business Assistant will provide such services to Client.

1. SCOPE OF WORK

Business Assistant shall provide administrative, operational and business support services including but not limited to scheduling, correspondence management, project coordination, client communications and research as further described below. The parties may mutually agree in writing to modify the services.

2. PAYMENT TERMS

Client shall compensate Business Assistant as set forth below. Business Assistant shall submit invoices in accordance with the schedule below and Client shall pay undisputed amounts in accordance with the payment terms.

Method (select all that apply): Hourly Fixed Fee / Project Retainer

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within a reasonable period following written notice.

Upon termination, Business Assistant shall deliver all work in progress and Client shall pay Business Assistant for services performed through the effective date of termination and reasonable, pre-approved reimbursable expenses.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information. Business Assistant will: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties except as necessary to perform the services and only under confidentiality obligations at least as protective as this Agreement; and (c) use Confidential Information solely to perform obligations under this Agreement.

Confidentiality obligations shall continue for following termination, except that trade secrets shall be protected for so long as they qualify as trade secrets. Confidential Information does not include information that is or becomes public without a breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

5. INTELLECTUAL PROPERTY

All work product, deliverables and materials created by Business Assistant specifically for Client under this Agreement (collectively, "Work Product") shall be deemed works made for hire and owned exclusively by Client. To the extent any Work Product is not a work made for hire, Business Assistant hereby assigns, transfers and conveys to Client all right, title and interest in and to such Work Product, including all intellectual property rights.

6. INDEPENDENT CONTRACTOR; TAXES

Business Assistant is an independent contractor and not an employee of Client. Business Assistant is responsible for all taxes, withholdings and other statutory obligations arising from compensation paid under this Agreement. Nothing in this Agreement will be construed to create a partnership, joint venture, or employer-employee relationship.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from that party's breach of this Agreement or negligent acts or omissions. Except for liability arising from breach of confidentiality, willful misconduct or indemnification obligations, neither party will be liable for consequential, special, punitive or incidental damages, and each party's aggregate liability shall not exceed the fees paid by Client to Business Assistant under this Agreement during the twelve (12) months preceding the claim.

8. EXPENSES; EQUIPMENT

Unless otherwise agreed in writing, Business Assistant shall be responsible for all expenses and equipment necessary to perform the services. Pre-approved, reasonable out-of-pocket expenses will be reimbursed in accordance with the Expense Reimbursement provision above upon submission of receipts.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party may designate by notice). Notices shall be deemed given upon personal delivery, three business days after deposit with a nationally recognized courier, or upon confirmed electronic delivery.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11. ENTIRE AGREEMENT; AMENDMENTS

This Agreement, including any exhibits or schedules incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by both parties.

12. MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force and effect. Headings are for convenience only and shall not affect interpretation. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a sale of substantially all assets.

The parties acknowledge that they have read this Agreement, understand its terms, and by their signatures below intend to be legally bound.

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