VA Services Contract

VA Services Contract

This agreement is made as of EFFECTIVE DATE between CLIENT (“Client”) and CONTRACTOR (“Contractor”).

1. DESCRIPTION OF SERVICES

During the Term of this Agreement, Contractor will provide administrative and support services shown on Schedule A (“Services”). Except as shown on Schedule A, Client will furnish all other facilities, labor, materials, furnishings, and equipment necessary for Client’s operation.

2. SERVICE LOCATION

The Service to be provided under this Agreement shall be performed at the Contractor's place of

business. (i.e. Home Office)

3. SCHEDULE AND DAYS OFF

Contractor is generally available to provide Services during normal business hours. Monday thru Friday 8am – 5pm PST, excluding national holidays.

In the event that Contractor will be unavailable due to vacation or other foreseen events, every effort will be made to give reasonable notice.

4. PAYMENT FOR SERVICES

(a) Price. Contractor shall perform the Services for the rates, fees, and charges shown on Schedule A.

(b) Payment in Annual Agreement. Contractor shall invoice Client monthly in advance.

5. TERM/TERMINATION

(a) Term. This Agreement takes effect on date of signing, and continues in force for a period of one (1) year, unless sooner terminated in accordance with this Section 2

(b) Termination for Convenience. Either party may terminate this Agreement with or without cause by giving the other party three (3) calendar months notice of termination.

(c) Termination for Default. If either party breaches any material provision of this Agreement, and fails to correct the breach (or, if breach cannot be corrected within thirty (30) days, fails to progress diligently towards correction) then the other party may terminate this Agreement by giving ten (10) days written notice to the breaching party.

(d) Renewal. This Agreement may be renewed or extended with the written consent of both parties.

6. NON-DISCLOSURE AND NON-SOLICITATION

Contractor 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, Service Provider agrees that during the term of this Agreement, and for 2 years following the termination of this Agreement, Contractor shall not directly or indirectly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of client himself.

7. RELATIONSHIP OF PARTIES

(a) Independent Contractors. The relationship of the parties is that of independent contractors, and no partnership, joint venture, agency, employment, or other relationship is intended. Contractor shall defend, indemnify, and hold Client harmless from and against any income, payroll or withholding tax assessed upon the compensation of any person performing the Services hereunder.

(b) Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Contractor may subcontract or delegate portions of the Services; provided, however, that in no case shall Client be liable to any party other than Contractor, or for any amount in excess of the price specified on Schedule A.

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 in Contractor in connection with the Services 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

Contractor 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, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Contractor will make every effort to notify Client immediately.

10. CONFIDENTIALITY

Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Contractor 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, Contractor will return to Client all records, notes documentation and other items that were used, created, or controlled by Contractor during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.

11. SEVERABILITY

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, 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.

Signature of this document indicates acceptance of the aforementioned terms.

Schedule A

Administrative Support Services Agreement

The parties agree as follows:

Phone Calls

Client and contractor will have one (1) 60-minute phone call per calendar month

Deliverables

Contractor shall provide mutually agreed-upon deliverables based on phone call, email, and other communication on a monthly basis. Contractor shall remain in communication, responding to requests within one (1) business day or less.

Pricing & Billing

Contractor shall invoice Client in the amount of $0.00 USD at the beginning of each calendar month.