1.1. Scope of Services: Service Provider agrees to provide virtual executive assistant services ("Services") as further described in the Talent Outline Plan ("TOP") to be provided after the Client’s confirmation of the selected service package and the specific services required. 

1.2. Service Plan: The Client agrees to the selected service plan of 40 hours per week, billed at $1,795 per month, unless otherwise agreed in writing. Services may include inbox and calendar management, travel arrangements, research, client support, social media and marketing, lead sourcing, CRM updates, follow-up support, and other administrative tasks as required.

1.3. Confirmation and TOP: Upon selection of the service package and confirmation of specific services, the Service Provider shall prepare and deliver to the Client a Talent Outline Plan (TOP). The TOP will specify the detailed nature of the Services to be provided, the assigned talent(s), and any additional terms agreed upon regarding the performance of the Services. The TOP will be incorporated by reference into this Agreement. 


1.4. Client Approval Before Start: The Client will not be charged the monthly service fee until the Client approves the selected VA/Executive Partner and the agreed start date begins. Interviews, candidate review, and matching activities prior to approval are covered by the deposit process described in this Agreement.

2.1. Term: This Agreement will commence on the Effective Date and will continue on a month-to-month basis unless terminated by either Party as provided herein. 

2.2. Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing thirty (30) days’ written notice to the other Party. 

2.3. Effect of Termination: Upon termination of this Agreement, Client will be liable for payment of all services rendered up to the effective date of termination, subject to the unused time and credit provisions in Section 3.4. Any unused hours caused by Client delay, lack of assigned work, lack of access, or Client non-use do not automatically roll over unless otherwise agreed in writing.

3.1. Deposit: Client agrees to pay a $500 deposit to begin the vetting and sourcing process. The deposit is refundable if the Client does not select a candidate after interviews. If the Client approves and begins with a selected VA/Executive Partner, the $500 deposit will be applied to the first monthly service invoice.

3.2. Monthly Fees: Client agrees to pay Service Provider the applicable monthly fees based on the selected service package. The monthly service fee begins only after Client approval of the selected VA/Executive Partner and the agreed service start date.

3.3. Late Payments: Any amounts not paid when due shall accrue interest at the rate of two percent (2%) per month, or the maximum legal rate, whichever is lower. In addition, the Service Provider may suspend Services in the event of non-payment until all overdue amounts, including interest, are paid in full.

3.4. Unused Hours, Credits, and Make-Up Time: If unused time is caused by Vitalis Outsourcing, VA/Executive Partner unavailability, rematching, or another staffing issue within Vitalis Outsourcing’s control, the unused time will either be credited to the Client, made up during a mutually agreed period, or otherwise resolved in writing between the Parties. If unused time is caused by the Client not assigning work, not providing timely access, cancelling available work time, or choosing not to use available hours, such hours do not automatically roll over to the following month unless otherwise agreed in writing.

3.5. Non-Refundable Monthly Payments: Monthly service payments made under this Agreement are non-refundable except as expressly provided herein or agreed in writing by the Parties.

4.1. Confidential Information: Both Parties acknowledge that, in the course of the performance of this Agreement, either Party may have access to confidential and proprietary information of the other Party ("Confidential Information"). Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information and not to use or disclose such information except as necessary to perform its obligations under this Agreement. 

4.2. Exclusions: Confidential Information does not include information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is lawfully obtained from a third party without breach of confidentiality; (iii) is independently developed without reliance on the Confidential Information; or (iv) is required to be disclosed by law or court order. 

4.3. Duration of Confidentiality: The confidentiality obligations of the Parties shall survive the termination or expiration of this Agreement for a period of three (3) years, except for trade secrets, which shall remain confidential for as long as they are legally protected. 

4.4. Pre-Existing Materials: Notwithstanding the foregoing, the Service Provider retains all rights, title, and interest in any methodologies, processes, techniques, tools, or intellectual property used or developed prior to or independently of the Services provided under this Agreement. The Client is granted a non-exclusive, royalty-free license to use any such materials incorporated into the deliverables for the purpose of receiving the Services. 

5.1. Indemnification by Client: The Client agrees to indemnify, defend, and hold harmless the Service Provider, its officers, directors, employees, and agents, from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) Client’s breach of this Agreement; (ii) Client’s instructions, approvals, business decisions, or use of work product after approval; (iii) Client’s failure to provide accurate information, proper access, or lawful instructions; or (iv) any violation of applicable law by the Client.

5.2. Indemnification by Service Provider: The Service Provider agrees to indemnify and hold harmless the Client, its officers, directors, employees, and agents, from any claims, liabilities, damages, losses, or expenses arising out of or in connection with: (i) the Service Provider’s breach of this Agreement; (ii) gross negligence, willful misconduct, or unauthorized actions by the Service Provider or assigned VA/Executive Partner; (iii) failure by the Service Provider or assigned VA/Executive Partner to follow agreed written procedures; or (iv) any infringement of third-party intellectual property rights by the Service Provider.

5.3. VA Mistakes While Following Instructions: If a VA/Executive Partner makes an error while following Client-approved instructions, access, or business decisions, the Parties will first review whether the error resulted from Client instructions, lack of training/access, Service Provider negligence, or failure to follow agreed procedures. Responsibility will be allocated based on that review and the applicable terms of this Agreement.

6.1. Limitation: In no event shall either Party be liable to the other for any indirect, special, incidental, or consequential damages (including, without limitation, lost profits, business interruption, or loss of data), whether in contract, tort, or otherwise, even if advised of the possibility of such damages. 

6.2. Cap on Liability: Except for claims related to indemnification, confidentiality, data misuse, unauthorized use of Client information, or intellectual property infringement, the total aggregate liability of either Party for all claims arising under or related to this Agreement shall not exceed the total fees paid by the Client to the Service Provider during the twelve (12) months preceding the claim.

7.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.


7.2. Dispute Resolution and Arbitration Location: Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in Savannah, Georgia, under the rules of the American Arbitration Association (AAA), unless the Parties agree otherwise in writing. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

7.3. Consistency Across Agreement and Exhibits: The Parties agree that the governing law, arbitration location, and arbitration rules stated in this Section 7 control this Agreement and all exhibits, addenda, NDAs, and related documents unless a later written agreement signed by both Parties expressly states otherwise.

7.4. Force Majeure: Neither Party shall be liable for delays or failure in performance caused by circumstances beyond its reasonable control, including acts of God, government restrictions, natural disasters, or pandemics.

8. Data Protection, CRM Access, and Security

8.1. Client Ownership of Data: All Client data, CRM records, leads, contacts, customer information, appointments, call notes, follow-up history, documents, databases, login credentials, and business information remain the sole property of the Client.

8.2. Authorized Access Only: The assigned VA/Executive Partner and Vitalis team members may access Client systems only to perform authorized work under this Agreement. Access to CRM, email, phone systems, calendars, documents, and related platforms must be limited to the scope of services approved by the Client.

8.3. No Copying, Exporting, or Reuse of Leads: Vitalis Outsourcing, its assigned VA/Executive Partner, and related personnel may not copy, export, download, retain, sell, transfer, reuse, or share Client leads, CRM records, customer lists, or business data except as specifically required to perform authorized services for the Client.

8.4. No Contact After Termination: After termination, rematching, or removal from the Client account, the VA/Executive Partner and Vitalis personnel may not contact Client leads, customers, vendors, partners, or database contacts unless specifically authorized in writing by the Client.

8.5. Passwords and Security Procedures: Client credentials must be handled securely and may not be shared outside authorized personnel. Where possible, the Client should provide role-based user access rather than sharing master passwords. Vitalis personnel shall not store Client passwords in unsecured locations and shall follow reasonable password, device, and access security procedures.

8.6. Access Removal: Upon termination, rematching, or Client request, Vitalis Outsourcing will cooperate with the Client to remove or transition access to CRM systems, email, calendars, phone systems, documents, and other Client platforms.

8.7. Data Return or Deletion: Upon termination or written request, Vitalis Outsourcing will return, delete, or reasonably assist with the removal of Client confidential information in its possession, except where retention is required by law, backup systems, or legitimate business records, subject to continuing confidentiality obligations.

ARTICLE 1: CONFIDENTIAL INFORMATION

All communications or data, in any form, whether tangible or intangible, disclosed or furnished by one Party to the other Party, including information disclosed through CRM systems, email, phone systems, calendars, documents, databases, leads, customers, vendors, business operations, financial information, and customer information, shall be deemed Confidential Information if designated as confidential or if, by its nature, it should reasonably be considered confidential.

For avoidance of doubt, this Agreement also extends to Vitalis’ Talents and the Talent’s Managers who are considered Receiving Parties under this Agreement.

ARTICLE 2: USE AND PROTECTION OF CONFIDENTIAL INFORMATION

The Receiving Party shall use Confidential Information only for the purpose of performing or receiving services under the Master Service Agreement. The Receiving Party shall not copy, export, reuse, sell, transfer, disclose, or disseminate Confidential Information except as required to perform authorized services or as otherwise approved in writing by the Disclosing Party.

Client data, CRM records, leads, contacts, customer information, appointments, call notes, follow-up history, and business information remain the property of the Client. Vitalis, its assigned VA/Executive Partner, and related personnel may not contact Client customers, leads, vendors, or database contacts after termination, rematching, or removal from the Client account unless specifically authorized by the Client in writing.

ARTICLE 3: SECURITY PROCEDURES

The Receiving Party shall use reasonable care to protect Confidential Information, including reasonable password, device, access, and account security procedures. Client credentials may not be shared outside authorized personnel. Where possible, Client should provide role-based user access instead of shared master credentials.

Upon termination, rematching, or Client request, Vitalis will reasonably cooperate with Client to remove or transition access to CRM systems, email, calendars, phone systems, documents, and other Client platforms.

ARTICLE 4: PROPERTY OF DISCLOSING PARTY

All Confidential Information, unless otherwise specified in writing, shall remain the sole and exclusive property of the Disclosing Party and shall be used by the Receiving Party only for the purpose intended herein, except as may be required by applicable law or legal process.

ARTICLE 5: RETURN OR DELETION OF CONFIDENTIAL INFORMATION

All Confidential Information, including copies, summaries, excerpts, extracts, or reproductions, shall be returned to the Disclosing Party or destroyed after the Receiving Party’s need for it has expired or upon request of the Disclosing Party, and in any event, upon termination of this Agreement, subject to backups, legal retention requirements, and legitimate business records that remain protected by confidentiality obligations.

ARTICLE 6: PERSONAL INFORMATION

If Personal Information is processed or accessed in connection with the Services, the Receiving Party shall handle such information only for authorized business purposes and in accordance with the Master Service Agreement, this NDA, and applicable data privacy laws.

ARTICLE 7: LEGAL CAPACITY OF REPRESENTATIVES

Each Party represents and warrants to the other Party that it or its representative executing this Agreement on its behalf is duly appointed and acting representative and has the legal capacity required under applicable law to enter into this Agreement and bind it.

ARTICLE 8: GOVERNING LAW AND DISPUTE RESOLUTION

This NDA shall be governed by and construed in accordance with the laws of the State of Georgia. Any dispute arising out of or related to this NDA shall be resolved through binding arbitration in Savannah, Georgia, under the rules of the American Arbitration Association (AAA), consistent with Section 7 of the Master Service Agreement. This provision replaces and supersedes any conflicting New York/JAMS arbitration language.

ARTICLE 9: COUNTERPARTS; ELECTRONIC SIGNATURE

This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. This Agreement may be executed electronically or by electronic signature, and such electronic signatures shall be deemed original signatures and binding upon the Parties.