Retainer Agreement for Virtual Assistant Services

Retainer Agreement for Virtual Assistant Services

Agreement made on the date, between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Service Provider, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Services.

Client has retained Service Provider to perform virtual assistant services, which are administrative, secretarial and clerical in nature. Services shall not include print media or web design services, which are separate service categories and must be negotiated separately and will require separate contracts.

2. Payment

A. Client agrees to pay a continuous monthly retainer of $ for services of hours per month.

B. Monthly retainers provide ongoing support at a discounted rate up to the number of hours set forth in this Agreement. Retainer fees are required in full in advance of services. Payment is due on or before the 1st of each month. If payment is not received by the 1st, a late fee of % of the amount due shall be added to said monthly amount. Payments rendered are considered fully earned and non-refundable. Unused hours are not carried over.

3. Additional Work

Client understands that additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by Client and provided by Service Provider that do not fall within the scope of this Agreement will be billed separately at the full standard hourly rate according to service category with payment due upon receipt.

4. Client Responsibilities

Client understands that Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Service Provider in a timely manner. Client understands that Service Provider is a business with other Clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunication on the part of Client will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.

5. Office Hours and Communication

Office hours are through from A.M. to P.M. (CST). Email is to be the primary form of communication between Client and Service Provider. Service Provider is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to Client. Telephone meetings must be prescheduled. Cancellation requires a minimum of 24 hours advance notice. Missed meetings or cancellations without sufficient notice will be billed to Client.

6. Projects Completion

Basic office support receives 24-48 hour attention. Each new or special project requires a minimum of three (3) days lead time. Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Service Provider reserves the right to refuse any project or service request.

7. Client will provide all content, outlines, photos, product images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Service Provider to perform or complete the contracted services or project.

8. Expenses

Expenses incurred on behalf of Client are not included in any fees and will be billed to Client. Reimbursable expenses may include, but are not limited to, office supplies (e.g., file folders, envelopes, CDs, diskettes, etc.), mileage, long-distance telephone charges, payments made to vendors, and shipping and handling costs. Long-distance telephone calls will be billed at a rate of $0.25 per minute. There is a one-hour minimum for office calls. On-site visits will be billed for meeting time, roundtrip travel time and mileage. Payment is due upon receipt.

9. Delivery

Completed projects are delivered via diskette, fax, email, FTP, U.S. Mail, or other means as required by Client. Client is responsible and will be billed for all shipping and handling costs. There is no charge for faxing, emailing or U.S. mail under 1 ounce (#10 envelopes and one stamp).

10. Accuracy

Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Service Provider is not responsible for errors or omissions.

11. Payment Options

Personal or business checks are accepted for payment. AMEX, Discover, MasterCard and VISA credit cards and e-checks are accepted through PayPal, our online payment vendor.

12. NSF Fees

There is a $40 NSF (insufficient funds) fee for returned checks.

13. Late Payments. Payments not received by due date may result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid.

14. Property

All billings (including invoices, statements and estimates), reports and time accountings are provided as a convenience to Client at the discretion of Service Provider and remain the property of Service Provider. Periodic audits may reveal previous billing discrepancies or errors, and Service Provider is entitled to void or recall incorrect invoices and statements and bill for any monies due on account.

15. Accuracy of Information

Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.

16. Indemnification and Release of Liability

A. Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operations of Client, and from liability for injuries suffered by any person relating to the Client.

B. All reasonable precautions will be taken to safeguard the property entrusted to Service Provider. In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.

17. Termination

Retainers may be terminated by either party for any reason with 10 (ten) days advance written notice of intent to cancel. Retainer fees are due in full for the intended month of cancellation if proper notice is not provided.

18. Expiration and Modification.

This Agreement shall remain in effect until such time as one or the other Party provides written notice of cancellation. This Agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.

19. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

20. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

21. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

22. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

23. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

24. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

25. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

26. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.