Business VPA Template

Business VPA Services Agreement

This Business VPA Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and VPA Name: (the "VPA"). The Client and the VPA may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, the Client requires remote administrative, scheduling, communications, and related business support services to assist with the Client's operations; and

WHEREAS, the VPA represents that the VPA has the skill, experience and availability to perform such services on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the services to be provided by the VPA.

1. SCOPE OF WORK

The VPA shall perform the services described below for the Client (the "Services"). The Services shall be performed with professional skill and in a timely manner in accordance with industry standards.

2. PAYMENT TERMS

Compensation for the Services shall be paid by the Client to the VPA in accordance with the terms below.

Invoices shall be submitted by the VPA in accordance with the billing frequency above and are due within days of receipt by the Client. Late payments shall incur a late fee of per month on the outstanding balance, or the maximum amount permitted by law, whichever is less.

3. TERM AND TERMINATION

This Agreement will commence on Start Date: and, unless earlier terminated in accordance with this Section, will continue until End Date: .

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately for cause upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

"Confidential Information" means all non-public, proprietary or confidential information disclosed by either Party to the other, whether disclosed orally, in writing, or by inspection of tangible objects, including business plans, customer lists, financial information, designs, trade secrets and other information designated as confidential or that reasonably should be understood to be confidential.

The receiving Party shall: (a) maintain the confidentiality of the disclosing Party's Confidential Information with at least the same degree of care that it uses to protect its own Confidential Information, but not less than reasonable care; (b) not use Confidential Information for any purpose other than performing its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required to perform the Services or as otherwise authorized in writing. These obligations shall survive termination of this Agreement for a period of three (3) years, or longer for trade secrets to the extent permitted by law.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

Unless otherwise agreed in writing, all work product created by the VPA specifically for the Client in the performance of the Services shall be considered "Work Product" and ownership of such Work Product shall vest in the Client upon full payment of all fees due with respect to such Work Product. The VPA hereby irrevocably assigns to the Client all right, title and interest in and to such Work Product. The VPA retains ownership of pre-existing tools, methodologies, templates, and general know-how not specific to the Client's confidential information.

6. INDEPENDENT CONTRACTOR

The Parties acknowledge that the VPA is an independent contractor and not an employee, partner or agent of the Client. The VPA shall be solely responsible for all taxes, insurance and other obligations arising from the compensation paid under this Agreement.

Independent contractor Employee (if checked, default terms revise accordingly)

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality or intellectual property obligations, neither Party shall be liable for indirect, consequential, incidental or punitive damages. The aggregate liability of either Party for direct damages shall not exceed the total fees paid or payable by the Client to the VPA under this Agreement in the six (6) months immediately preceding the event giving rise to the claim.

8. 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.

9. ENTIRE AGREEMENT

This Agreement, together with any written attachments or schedules signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

10. MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses provided by the Parties. Neither Party may assign this Agreement without the prior written consent of the other, except that the Client may assign to an affiliate or successor in connection with a sale of substantially all of the Client's business assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Sign Now