Virtual Assistant Contract

Subject to the terms and conditions of this Agreement, Client hereby retains and engages Service Provider to perform the Services described herein and in any applicable Statement of Work, and Service Provider hereby accepts such engagement and agrees to perform the Services in accordance with the terms of this Agreement.

Service Provider acknowledges and agrees that the Services may involve ongoing operational, administrative, executive support, coordination, communication, research, customer-facing, organizational, and project support functions integral to Client’s business operations. Service Provider shall devote such time, attention, personnel, and resources as may be reasonably necessary to perform the Services in a timely, professional, and commercially reasonable manner.

The Parties acknowledge that the nature and scope of the Services may evolve during the Term depending upon Client’s operational requirements. Accordingly, the Parties intend for this Agreement to provide a flexible framework governing the performance of both recurring and project-based support services.

Unless otherwise expressly set forth in a Statement of Work, Service Provider shall determine the manner and means by which the Services are performed, provided that the Services are completed in accordance with Client’s reasonable instructions communicated to Client from time to time.

During the Term, Service Provider may provide a variety of remote support as requested by Client from time to time. The Services may include ongoing support services, project-specific assignments, overflow administrative support, recurring operational assistance, or other business process support functions.

Without limiting the generality of the foregoing, the Services may include calendar administration, meeting coordination, appointment scheduling, email management, correspondence drafting, travel planning, customer communication, document preparation, presentation formatting, spreadsheet management, online research, vendor communications, workflow coordination, invoice administration, bookkeeping support, customer relationship management system updates, social media coordination, project tracking, file organization, data entry, reporting support, and such additional services as may be mutually agreed by the Parties.

Service Provider may also assist Client with internal communications, operational coordination among Client personnel or contractors, procurement support, event coordination, onboarding assistance, record maintenance, task management, follow-up communications, deadline monitoring, and administrative implementation of Client directives and procedures.

Client acknowledges that certain Services may require access to Client systems, platforms, software applications, communication tools, customer information, business records, or third-party accounts. Service Provider shall use such access solely for purposes of performing the Services and in accordance with the confidentiality, security, and data protection obligations set forth in this Agreement.

The Parties acknowledge that the Services are administrative and operational in nature and, unless expressly agreed otherwise in writing, Service Provider shall not provide legal, accounting, tax, investment, medical, regulatory, or other licensed professional services requiring professional certification or governmental authorization.

Client may from time to time request additional or modified Services. Service Provider shall use commercially reasonable efforts to accommodate such requests, subject to availability, resource capacity, technical feasibility, and mutual agreement regarding any corresponding adjustments to fees, timelines, staffing, or scope.

The Parties may enter into one or more Statements of Work, schedules, work orders, service requests, project descriptions, or similar supplemental documents during the Term of this Agreement. Each such Statement of Work shall describe certain Services to be performed and shall, unless expressly stated otherwise therein, be governed by and incorporated into this Agreement.

Each Statement of Work may set forth, among other things, the applicable Services, project scope, deliverables, milestones, timelines, deadlines, service levels, reporting obligations, communication procedures, personnel allocations, technical requirements, assumptions, dependencies, acceptance criteria, fees, invoicing arrangements, and any project-specific commercial or operational terms agreed by the Parties.

In the event of any conflict between this Agreement and a Statement of Work, the terms of the Statement of Work shall govern solely with respect to the specific Services covered by such Statement of Work and solely to the extent expressly stated therein.

No Statement of Work shall be binding unless executed or otherwise approved in writing, including by electronic transmission, by authorized representatives of both Parties.

Service Provider shall perform the Services in a diligent, professional, timely, and workmanlike manner consistent with generally accepted industry standards applicable to remote administrative and virtual support services.

Service Provider shall use commercially reasonable efforts to meet agreed timelines, response expectations, project deadlines, and operational requirements communicated by Client. Service Provider acknowledges that certain Services may be time-sensitive and agrees to use reasonable efforts to prioritize urgent matters identified by Client.

Service Provider shall maintain appropriate internal procedures, organizational methods, and communication practices reasonably designed to ensure continuity, efficiency, accuracy, and reliability in the performance of the Services.

Unless otherwise expressly agreed in writing, Service Provider does not guarantee any specific business outcome, revenue result, customer response, operational improvement, or commercial performance arising from the Services.

Client may request additions, modifications, reductions, reprioritizations, suspensions, or other changes to the Services at any time during the Term. Upon receipt of such request, the Parties shall cooperate in good faith to evaluate the operational, financial, scheduling, technical, and resource implications associated with the requested change.

To the extent a requested change materially impacts the scope of Services, applicable timelines, Deliverables, staffing requirements, service levels, or compensation structure, the Parties shall negotiate in good faith an equitable adjustment to the applicable Statement of Work, fees, schedules, or related terms.

Service Provider shall not be obligated to commence work relating to any material change request unless and until the Parties have mutually agreed in writing upon the corresponding revisions to the applicable Services or commercial terms.

Minor operational adjustments, workflow refinements, task reprioritizations, scheduling updates, or administrative instructions that do not materially alter the scope or economics of the Services may be implemented by Client through written notice without requiring a formal amendment to this Agreement.

The relationship established under this Agreement is non-exclusive unless otherwise expressly stated in an applicable Statement of Work.

Subject to its confidentiality and non-solicitation obligations under this Agreement, Service Provider may provide services to other clients, customers, or business partners during the Term, provided that such activities do not materially interfere with Service Provider’s obligations to Client or create a conflict of interest adverse to Client’s business interests.

Likewise, Client may engage third parties to perform services similar or related to the Services without restriction.

Nothing contained in this Agreement shall be construed to create any partnership, joint venture, fiduciary relationship, franchise, agency, employment relationship, or exclusive business arrangement between the Parties.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of Initial term unless and until terminated in accordance with the provisions of this Agreement (the “Term”).

Unless otherwise expressly set forth in an applicable Statement of Work, the Term shall continue on an ongoing basis with respect to all Services performed by Service Provider hereunder. The Parties acknowledge that the Services contemplated by this Agreement may consist of recurring operational support, project-based assignments, intermittent administrative services, or a combination thereof, and that the duration of particular Services may vary depending upon Client’s business requirements, internal operations, staffing needs, project timelines, or strategic objectives.

Any Statement of Work entered into pursuant to this Agreement may specify a separate service period, renewal structure, milestone schedule, completion date, or project duration applicable solely to the Services described therein. Expiration or termination of a particular Statement of Work shall not, by itself, terminate this Agreement unless expressly stated otherwise by the Parties in writing.

Unless otherwise expressly provided in a Statement of Work, this Agreement may be renewed, extended, supplemented, or modified by mutual written agreement of the Parties for a period of Renewal term .

The Parties may periodically review the scope of Services, staffing requirements, service levels, compensation structure, operational priorities, and performance expectations in order to determine whether modifications, extensions, or additional Statements of Work are appropriate in light of Client’s evolving business needs.

Either Party may terminate this Agreement, or any applicable Statement of Work, for convenience and without cause upon not less than Termination notice prior written notice to the other Party.

The Parties acknowledge that the Services may involve ongoing operational support functions and that orderly transition planning may be necessary to minimize disruption to Client’s business operations. Accordingly, during any notice period relating to termination for convenience, the Parties shall cooperate in good faith regarding the orderly wind-down, transfer, completion, reassignment, or transition of pending Services, tasks, projects, records, communications, or operational responsibilities.

Unless otherwise directed by Client in writing, Service Provider shall continue performing the Services during the applicable notice period in accordance with this Agreement.

the other Party materially breaches any provision of this Agreement and fails to cure such breach within Material breach cure period following receipt of written notice describing the breach in reasonable detail;

the other Party engages in fraud, intentional misconduct, gross negligence, unlawful conduct, or conduct reasonably likely to materially damage the terminating Party’s business, operations, systems, personnel, reputation, or commercial relationships

the other Party becomes insolvent, admits inability to pay debts as they become due, makes an assignment for the benefit of creditors, commences or becomes subject to any bankruptcy, receivership, liquidation, restructuring, or similar proceeding, or ceases to conduct business in the ordinary course;

the other Party repeatedly or persistently fails to perform its material obligations under this Agreement notwithstanding prior notices regarding deficient performance;

continued performance of the Agreement would reasonably be expected to result in a violation of Applicable Law, regulatory requirements, sanctions restrictions, or third-party contractual obligations; or

Service Provider experiences a material security incident, confidentiality breach, unauthorized disclosure, misuse of Client information, or other event materially affecting Client’s systems, operations, data, or Confidential Information.

The right to terminate for cause shall be cumulative of all other rights and remedies available at law, in equity, or under this Agreement.

Service Provider has materially failed to perform the Services;

Service Provider has breached Client policies, confidentiality obligations, security requirements, or operational procedures;

continued performance presents operational, reputational, legal, cybersecurity, compliance, or commercial risk to Client; or

Client reasonably requires temporary suspension due to internal operational changes, restructuring, business interruptions, system migrations, budgetary adjustments, or project delays.

Service Provider shall promptly cease performing the terminated Services except to the extent necessary to complete authorized transition activities;

Client shall pay Service Provider all undisputed amounts properly due and owing for Services performed through the effective date of termination;

each Party shall promptly return, delete, destroy, or permanently erase the other Party’s Confidential Information, records, credentials, data, documents, and property in its possession or control, subject to any legal retention obligations or routine backup procedures;

Service Provider shall revoke and discontinue any access to Client systems, software, accounts, databases, platforms, communication channels, or third-party services;

Service Provider shall reasonably cooperate with Client in transitioning the Services to Client personnel or a replacement provider, including transferring relevant records, status updates, schedules, process documentation, and work-in-progress materials;

any licenses, permissions, or authorizations granted by Client to Service Provider in connection with the Services shall automatically terminate; and

termination of this Agreement shall not relieve either Party of obligations accrued prior to the effective date of termination.

For a period of up to Transition assistance period following expiration or termination of this Agreement, Service Provider shall, upon Client’s written request, provide reasonable transition assistance services intended to facilitate the orderly transfer, continuation, or conclusion of the Services.

Such transition assistance may include knowledge transfer sessions, status reporting, document transfers, account coordination, workflow explanations, administrative handovers, training support, and other commercially reasonable transition-related activities requested by Client.

Unless otherwise expressly stated in an applicable Statement of Work, transition assistance services extending beyond the effective termination date may be billed at Service Provider’s then-current rates.

The expiration or termination of this Agreement shall not affect any rights, obligations, liabilities, remedies, covenants, or provisions which by their nature are intended to survive such expiration or termination, including provisions relating to confidentiality, intellectual property ownership, payment obligations, indemnification, limitation of liability, dispute resolution, data protection, audit rights, non-solicitation, and governing law.

All such surviving provisions shall remain in full force and effect in accordance with their respective terms.

In consideration for the performance of the Services and the rights granted under this Agreement, Client shall pay Service Provider the fees, charges, retainers, hourly rates, milestone payments, project fees, reimbursements, and other amounts set forth in the applicable Statement of Work or otherwise agreed in writing by the Parties from time to time. The Parties acknowledge that the Services contemplated under this Agreement may vary in scope, complexity, duration, scheduling sensitivity, operational importance, staffing requirements, and resource allocation, and that the compensation structure applicable to particular Services may therefore differ depending upon the nature of the engagement, the anticipated workload, the level of responsiveness required, the experience or specialization of personnel assigned to the Services, and the commercial expectations of the Parties at the time such Services are requested.

Unless otherwise expressly stated in an applicable Statement of Work, all fees shall be denominated and payable in Currency , and all amounts payable under this Agreement shall be exclusive of taxes, duties, levies, assessments, or governmental charges of any kind. Service Provider acknowledges and agrees that no compensation, commission, reimbursement, bonus, success fee, revenue participation, or additional payment shall be owed by Client except as expressly set forth in this Agreement or an applicable Statement of Work executed by authorized representatives of the Parties.

The Parties further acknowledge that certain Services may require performance outside ordinary business hours, accelerated turnaround times, increased availability commitments, dedicated personnel allocation, emergency administrative support, project-specific staffing, or expanded operational coordination. To the extent such circumstances materially impact the effort, resources, or personnel required to perform the Services, the Parties may negotiate in good faith appropriate adjustments to the applicable fees, billing rates, or payment structure.

Service Provider shall submit invoices to Client on a Invoice frequency basis specified in the applicable Statement of Work. Each invoice shall contain commercially reasonable supporting detail regarding the Services performed during the applicable billing period, including descriptions of Services rendered, hours worked where billing is based on hourly rates, applicable project milestones achieved, reimbursable expenses incurred, and such additional information as Client may reasonably request for purposes of internal accounting, operational review, budgeting, compliance verification, or payment processing.

Invoices shall be delivered electronically to the billing contact designated by Client unless otherwise instructed in writing. Service Provider shall maintain reasonably accurate books, records, timekeeping documentation, work logs, communications records, project tracking materials, and supporting documentation relating to invoiced amounts and Services performed under this Agreement and shall retain such records for a period of not less than Record Retention period following the applicable billing period.

Client may reasonably request clarification, supplemental information, usage summaries, activity reports, supporting documentation, or additional detail relating to any invoice submitted by Service Provider, and Service Provider shall cooperate in good faith in responding to such requests in a timely manner.

Unless otherwise expressly provided in an applicable Statement of Work, Client shall pay all undisputed amounts within Payment period following receipt of the applicable invoice. Payments shall be made by wire transfer, automated clearing house transfer, electronic payment platform, check, or such other payment method as may be mutually agreed by the Parties in writing.

Client shall have no obligation to pay any disputed portion of an invoice unless and until the Parties have resolved the applicable dispute in good faith. The Parties acknowledge that payment processing procedures, internal accounting reviews, compliance verifications, vendor onboarding procedures, procurement workflows, or other administrative processes may affect the timing of payment processing, and the Parties shall cooperate reasonably in connection with such processes.

No payment made by Client shall constitute acceptance of Services, waiver of deficiencies, acknowledgment of satisfactory performance, or waiver of any rights, remedies, claims, offsets, defenses, or objections available to Client under this Agreement, Applicable Law, or otherwise.

Client shall notify Service Provider within a commercially reasonable period after receipt of any invoice if Client disputes any invoiced amount, billing calculation, reimbursable expense, time entry, milestone designation, or other item reflected therein. The Parties shall cooperate in good faith to promptly investigate, discuss, and resolve any billing dispute or discrepancy.

Pending final resolution of any disputed matter, Client shall pay all undisputed portions of the applicable invoice in accordance with the payment terms set forth herein. Service Provider shall not knowingly include inaccurate, duplicative, misleading, unsupported, or unauthorized charges in any invoice submitted to Client.

If the Parties determine that any invoice contains overcharges, duplicate charges, computational errors, unauthorized expenses, or other inaccuracies, Service Provider shall promptly issue an appropriate credit, refund, adjustment, or corrected invoice, as applicable.

To the extent permitted under Applicable Law, undisputed amounts not paid when due may accrue interest beginning on the date such payment becomes overdue at the lesser of: (a) Late payment interest per month; or (b) the maximum rate permitted under Applicable Law. Notwithstanding the foregoing, Service Provider acknowledges that minor administrative delays, payment processing delays, banking interruptions, good-faith invoice disputes, or ordinary-course accounting procedures shall not constitute a material breach of this Agreement by Client.

Service Provider shall not suspend, interrupt, withhold, or materially reduce performance of the Services based upon nonpayment unless Service Provider has first provided Client with written notice identifying the overdue amount in reasonable detail and Client has failed to cure such nonpayment within Non-payment cure period business days following receipt of such notice.

Except as otherwise expressly set forth in an applicable Statement of Work, Service Provider shall bear all costs and expenses incurred in connection with performance of the Services, including costs relating to personnel compensation, office facilities, equipment, software subscriptions, internet access, telecommunications services, utilities, operational overhead, insurance, licenses, permits, training, taxes, and other ordinary business expenses incurred by Service Provider in connection with its operations.

Client shall have no obligation to reimburse Service Provider for travel expenses, lodging, meals, third-party contractor fees, outsourced services, software purchases, administrative expenses, communication costs, or other out-of-pocket expenditures unless such expenses have been expressly approved in advance in writing by Client. Any approved reimbursable expenses shall be invoiced at actual cost without markup and shall be supported by reasonable documentation, receipts, invoices, or records evidencing the applicable expenditure.

The Parties acknowledge that Service Provider is entering into this Agreement as an independent contractor engaged in an independently established business enterprise and that Service Provider is solely responsible for managing its own operational costs, personnel expenses, infrastructure, and business expenditures.

Service Provider shall be solely responsible for all taxes, duties, levies, assessments, governmental charges, withholdings, employment-related obligations, payroll taxes, value added taxes, sales taxes, use taxes, social contributions, insurance obligations, and similar obligations arising from payments received by Service Provider under this Agreement, excluding taxes imposed upon Client’s net income.

If Client is required by Applicable Law to withhold any taxes from payments otherwise due to Service Provider, Client may deduct such amounts from the applicable payment and remit such amounts to the appropriate governmental authority, and such withheld amounts shall be treated for all purposes as having been paid to Service Provider.

Service Provider shall provide such tax forms, certifications, registration information, invoices, or supporting documentation as Client may reasonably request in connection with tax compliance, vendor onboarding, payment processing, or regulatory obligations.

During the Term of this Agreement and for a period of Post-termination audit period thereafter, Client or its designated representatives may, upon reasonable prior notice and during normal business hours, review and audit records reasonably necessary to verify invoiced amounts, reimbursable expenses, hours billed, staffing allocations, project milestone completion, and Service Provider’s compliance with the commercial terms of this Agreement.

Service Provider shall maintain reasonably complete and accurate books and records relating to the Services and shall cooperate in good faith with any such audit or verification activities. Any information reviewed during the course of such audit shall be treated as Confidential Information in accordance with this Agreement.

If any audit reveals material overbilling, unsupported charges, duplicate invoicing, unauthorized expenses, or other material discrepancies adverse to Client, Service Provider shall promptly reimburse Client for the applicable amounts and, if such discrepancy exceeds Reimbursement threshold of the amounts reviewed, shall also reimburse Client for the reasonable out-of-pocket costs incurred in conducting the audit.

Service Provider shall perform the Services in a diligent, professional, timely, competent, and workmanlike manner consistent with generally accepted industry standards applicable to remote administrative support, executive assistance, operational coordination, customer support, project management assistance, and virtual support services of a similar nature. Service Provider acknowledges that the Services may involve recurring operational responsibilities, executive scheduling matters, time-sensitive communications, customer-facing interactions, confidential business processes, workflow coordination, administrative implementation of Client directives, and support functions integral to Client’s day-to-day business activities, and Service Provider shall therefore exercise commercially reasonable care, responsiveness, organization, discretion, and attention to detail in performing the Services.

Service Provider shall devote such time, personnel, resources, systems, and operational attention as may be reasonably necessary to perform the Services in accordance with the timelines, priorities, reporting expectations, service levels, and operational requirements communicated by Client from time to time. Service Provider further acknowledges that Client’s business requirements, staffing needs, operational priorities, project timelines, communication expectations, and internal workflows may evolve during the Term, and Service Provider shall reasonably cooperate with Client in adapting to such evolving operational requirements.

Except as otherwise expressly provided in this Agreement or an applicable Statement of Work, Service Provider shall determine the manner and means by which the Services are performed, provided that the Services remain consistent with Client’s reasonable operational instructions, scheduling requirements, communication protocols, workflow expectations, security procedures, and business objectives communicated to Client in writing or through established operational practices.

Service Provider shall be solely responsible for recruiting, supervising, directing, compensating, training, scheduling, evaluating, disciplining, and managing all personnel utilized in connection with performance of the Services. Service Provider shall ensure that all personnel assigned to the Services possess appropriate qualifications, communication abilities, technical skills, experience, professionalism, and training reasonably necessary to perform the applicable Services in a competent and commercially reasonable manner.

Service Provider acknowledges that personnel performing the Services may have access to Client systems, communications, business records, customer information, calendars, internal workflows, operational procedures, Confidential Information, and sensitive business activities. Accordingly, Service Provider shall use commercially reasonable efforts to ensure that all such personnel understand and comply with the confidentiality obligations, security requirements, professional conduct standards, operational procedures, and usage restrictions applicable under this Agreement.

Client may reasonably request replacement of any personnel assigned to perform the Services if Client reasonably determines that such personnel have engaged in misconduct, failed to comply with Client policies or operational procedures, demonstrated inadequate performance, created operational disruption, failed to maintain appropriate professionalism, compromised confidentiality or security requirements, or otherwise materially failed to perform assigned responsibilities in a satisfactory manner. Service Provider shall use commercially reasonable efforts to promptly address such concerns and, where appropriate, replace the applicable personnel within a commercially reasonable period.

The Parties acknowledge that continuity of personnel may be important for purposes of workflow familiarity, operational efficiency, scheduling coordination, customer interactions, project management continuity, and preservation of institutional knowledge. Accordingly, Service Provider shall use commercially reasonable efforts to minimize unnecessary personnel turnover affecting the Services.

Service Provider shall comply with all reasonable policies, procedures, operational instructions, onboarding requirements, workflow protocols, communication standards, security measures, access restrictions, documentation procedures, compliance requirements, and administrative practices communicated by Client from time to time, provided that such requirements are reasonably related to the Services and do not materially conflict with Applicable Law or the independent contractor relationship established under this Agreement.

Service Provider acknowledges that Client may periodically revise internal operational practices, software platforms, reporting structures, scheduling procedures, communication systems, information security measures, customer support protocols, or business processes during the Term. Service Provider shall cooperate in good faith with Client regarding implementation of such operational changes and shall use commercially reasonable efforts to adapt the Services accordingly.

Without limiting the foregoing, Service Provider shall comply with Client’s reasonable instructions regarding the handling of customer communications, scheduling requests, recordkeeping procedures, confidentiality measures, approval workflows, document management practices, data handling requirements, branding standards, communication etiquette, escalation procedures, and use of Client-provided systems or accounts.

Service Provider shall maintain commercially reasonable availability during the business hours, coverage periods, or operational windows specified in the applicable Statement of Work or otherwise communicated by Client. Service Provider shall use commercially reasonable efforts to respond promptly and professionally to Client communications, administrative requests, scheduling matters, operational inquiries, project updates, customer-related matters, and other support requests arising in connection with the Services.

The Parties acknowledge that certain Services may involve urgent administrative matters, executive support obligations, customer escalations, project deadlines, scheduling conflicts, or time-sensitive operational issues requiring flexibility and responsiveness outside ordinary business hours. To the extent such requirements are anticipated on a recurring basis, the Parties may address applicable availability expectations, turnaround requirements, response times, staffing commitments, or additional compensation arrangements in the applicable Statement of Work.

Service Provider shall maintain reliable communication channels reasonably sufficient to support the timely performance of the Services, including access to email, internet connectivity, messaging systems, video conferencing platforms, telephone communications, collaboration tools, and other communication systems reasonably necessary for the Services.

Except as otherwise expressly provided in an applicable Statement of Work, Service Provider shall provide and maintain, at its sole cost and expense, all equipment, software, devices, internet services, telecommunications capabilities, office facilities, operational infrastructure, subscriptions, licenses, utilities, cybersecurity protections, and business resources necessary to perform the Services.

Service Provider shall maintain commercially reasonable safeguards designed to preserve operational continuity and protect Client information, including password protections, device security measures, secure internet practices, anti-malware protections, access controls, backup procedures, authentication protocols, and reasonable protections against unauthorized access, data loss, cybersecurity incidents, or operational disruptions.

Service Provider acknowledges that uninterrupted availability of systems, devices, software platforms, and communication infrastructure may be important to Client’s business operations and shall therefore use commercially reasonable efforts to maintain reliable operational capabilities and contingency procedures reasonably appropriate for the nature of the Services.

Service Provider shall comply with all Applicable Law relating to the performance of the Services and the operation of its business, including laws relating to privacy, data protection, electronic communications, labor and employment matters, export controls, sanctions, anti-corruption, consumer protection, intellectual property, cybersecurity, records retention, and unfair or deceptive business practices.

Service Provider shall not knowingly engage in any unlawful, fraudulent, misleading, deceptive, unethical, unauthorized, or harmful conduct in connection with the Services or otherwise take any action reasonably likely to expose Client to regulatory liability, reputational harm, cybersecurity risk, operational disruption, or third-party claims.

To the extent reasonably requested by Client, Service Provider shall cooperate in good faith with Client regarding compliance inquiries, security reviews, operational assessments, customer complaints, audit requests, or investigations relating to the Services.

During the Term and thereafter, Service Provider shall refrain from making any knowingly false, misleading, defamatory, or disparaging statements regarding Client, its affiliates, personnel, customers, business operations, products, services, or commercial relationships. Nothing in this Section shall prohibit truthful statements required by Applicable Law or statements made in connection with legal proceedings, governmental inquiries, or protected legal rights.

Service Provider acknowledges that, in the course of performing the Services, Service Provider may interact with Client personnel, customers, vendors, contractors, service providers, business partners, or other third parties associated with Client’s business activities. Service Provider shall conduct itself in a professional, respectful, commercially reasonable, and business-appropriate manner in all such interactions.

Service Provider shall maintain reasonably accurate and complete records relating to the Services performed under this Agreement, including time records where applicable, communications logs, project tracking information, workflow documentation, customer interaction records, deliverable histories, operational reports, and other materials reasonably necessary to support invoicing, operational continuity, compliance verification, dispute resolution, or transition activities.

Upon reasonable request by Client, Service Provider shall provide status updates, progress reports, activity summaries, workflow information, project tracking materials, or other documentation reasonably related to the Services.

The Parties acknowledge that certain records generated during performance of the Services may constitute Confidential Information or business records belonging to Client, and Service Provider shall handle such records in accordance with the confidentiality and data protection obligations set forth in this Agreement.

Client shall reasonably cooperate with Service Provider in connection with the performance of the Services and shall provide such information, approvals, instructions, materials, operational guidance, personnel coordination, access credentials, documentation, feedback, and decision-making support as may be reasonably necessary for Service Provider to perform the Services in an efficient and timely manner. Client acknowledges that the Services contemplated under this Agreement may depend upon ongoing communication, workflow coordination, scheduling input, executive direction, access to relevant business information, and timely responses from Client personnel.

Client shall designate one or more authorized representatives who shall serve as primary points of contact for operational communications, approvals, scheduling matters, project coordination, escalation issues, and administrative instructions relating to the Services. Service Provider shall be entitled to rely upon instructions, approvals, requests, authorizations, priorities, and operational guidance communicated by such designated representatives unless otherwise notified by Client in writing.

The Parties acknowledge that delays in Client approvals, incomplete instructions, unavailable personnel, inaccurate information, conflicting directives, delayed feedback, restricted system access, or changes in operational priorities may affect Service Provider’s ability to timely perform the Services or satisfy agreed timelines, deliverable schedules, or operational expectations. Service Provider shall not be responsible for delays, deficiencies, disruptions, or performance impacts arising from Client’s failure to timely fulfill its obligations under this Agreement.

To the extent reasonably necessary for performance of the Services, Client may provide Service Provider with access to certain software applications, online platforms, databases, communication tools, calendars, email systems, customer relationship management systems, project management tools, cloud storage repositories, scheduling systems, administrative portals, or third-party accounts utilized in connection with Client’s business operations.

Client shall retain sole discretion regarding the scope, duration, permissions, limitations, and level of access granted to Service Provider and may modify, restrict, suspend, or revoke such access at any time in Client’s discretion. Client shall remain solely responsible for determining whether particular systems, accounts, information, operational functions, customer records, or business processes are appropriate for access by Service Provider.

Client shall use commercially reasonable efforts to ensure that any systems, credentials, software tools, documentation, workflows, or operational resources provided to Service Provider are reasonably functional and sufficient for purposes of enabling performance of the Services. Client acknowledges, however, that third-party systems, internet-based platforms, software applications, communication networks, cloud providers, and technology services may experience interruptions, outages, compatibility limitations, performance issues, cybersecurity incidents, or operational failures outside the reasonable control of either Party.

Service Provider shall access Client systems and information solely for purposes authorized by Client and solely in connection with the performance of the Services under this Agreement.

Client shall use commercially reasonable efforts to ensure that information, instructions, records, schedules, credentials, customer information, operational directives, project specifications, communications, and other materials supplied to Service Provider are accurate, current, complete, and not misleading in any material respect.

Service Provider shall be entitled to reasonably rely upon information and instructions provided by Client without independent verification unless the inaccuracies therein are manifestly apparent. Service Provider shall not be responsible for errors, delays, deficiencies, customer issues, scheduling conflicts, operational disruptions, reporting inaccuracies, communication failures, or other adverse consequences arising from inaccurate, incomplete, outdated, inconsistent, or delayed information supplied by Client or third parties acting on Client’s behalf.

If Service Provider becomes aware of information reasonably believed to be materially inaccurate, incomplete, contradictory, or operationally problematic, Service Provider shall use commercially reasonable efforts to notify Client and seek clarification before proceeding with the affected Services.

Client acknowledges and agrees that all business, operational, financial, strategic, managerial, personnel, customer-related, legal, regulatory, and commercial decisions remain solely within Client’s authority, discretion, and responsibility. Service Provider shall not be deemed responsible for Client’s business outcomes, profitability, customer retention, market performance, strategic initiatives, operational results, regulatory compliance decisions, financial performance, or other business consequences arising from Client’s management decisions or commercial activities.

The Services provided under this Agreement are administrative, coordination-based, operational, and support-oriented in nature and are not intended to constitute legal advice, accounting advice, tax advice, investment advice, regulatory advice, employment advice, or other licensed professional services unless expressly agreed by the Parties in writing.

Client acknowledges that Service Provider may from time to time provide administrative recommendations, workflow suggestions, scheduling observations, process coordination input, or operational support communications in connection with the Services. Any such communications shall not relieve Client of responsibility for independently evaluating and making final business decisions.

Client shall remain responsible for reviewing and approving all materials, communications, schedules, customer-facing correspondence, reports, presentations, documents, data entries, deliverables, postings, workflows, invoices, project updates, and other outputs generated by Service Provider to the extent such review is reasonably appropriate under the circumstances.

Unless otherwise expressly agreed in writing, Service Provider shall not have authority to make binding legal commitments, execute agreements, finalize financial decisions, authorize expenditures, issue public statements, make regulatory filings, establish contractual obligations, or otherwise take actions legally binding upon Client without Client’s prior authorization.

Client acknowledges that certain Services may involve draft preparation, coordination activities, scheduling communications, customer support interactions, administrative follow-ups, or preliminary operational actions performed by Service Provider at Client’s direction. Final responsibility for review, approval, and implementation of business decisions shall remain with Client.

Client shall comply with all Applicable Law relating to its business operations, customer relationships, data processing activities, regulatory obligations, products, services, communications, and use of the Services.

Client shall not direct, instruct, request, or authorize Service Provider to engage in any unlawful, misleading, fraudulent, deceptive, unethical, infringing, harassing, unauthorized, or otherwise improper activity. Service Provider may decline to perform any requested activity that Service Provider reasonably believes would violate Applicable Law, third-party rights, security requirements, or professional standards.

Client further acknowledges that certain jurisdictions, industries, customer categories, communications activities, data processing practices, or regulated business functions may be subject to additional legal, compliance, licensing, or regulatory requirements beyond the scope of Service Provider’s responsibilities under this Agreement.

Client shall use commercially reasonable efforts to communicate operational priorities, deadlines, scheduling requirements, project updates, workflow changes, customer issues, escalation matters, and administrative requests in a timely and reasonably organized manner sufficient to support effective performance of the Services.

The Parties acknowledge that the Services may involve recurring operational coordination among multiple stakeholders, departments, contractors, executives, customers, vendors, or third-party service providers. Client shall use commercially reasonable efforts to facilitate such coordination where necessary for performance of the Services.

Client further acknowledges that frequent changes in priorities, inconsistent instructions, delayed responses, overlapping assignments, incomplete workflows, or last-minute operational modifications may impact efficiency, turnaround times, staffing allocations, or Service Provider’s ability to satisfy certain requested timelines or expectations.

Client shall retain sole responsibility for all data, content, communications, customer information, schedules, records, materials, instructions, branding assets, policies, procedures, documents, and information supplied to Service Provider in connection with the Services.

Client represents and warrants that it possesses all rights, permissions, consents, licenses, and authority necessary for Service Provider to use, process, access, store, transmit, modify, organize, distribute, or otherwise handle such materials as contemplated under this Agreement.

Client shall be solely responsible for the legality, accuracy, integrity, reliability, appropriateness, and ownership of all Client-provided content and materials and for obtaining any required customer consents, regulatory permissions, notices, or third-party authorizations relating thereto.

In connection with this Agreement and the performance of the Services, each Party (the “Disclosing Party”) may disclose, provide, transmit, make available, or otherwise permit access to certain non-public, confidential, proprietary, commercially sensitive, technical, financial, operational, strategic, customer-related, or business information to the other Party (the “Receiving Party”). Such information may be disclosed in written, electronic, oral, visual, digital, recorded, or other tangible or intangible form and may include information disclosed before or after the Effective Date.

Confidential Information may include, without limitation, business plans, operating procedures, workflows, pricing information, fee structures, internal communications, personnel information, customer lists, customer data, vendor information, financial information, budgets, reports, projections, schedules, business methods, marketing materials, passwords, access credentials, software configurations, technical information, platform access information, databases, project materials, business records, proprietary templates, internal documentation, training materials, communication histories, strategic initiatives, research materials, contractual arrangements, operational processes, intellectual property, trade secrets, and other information that a reasonable person would understand to be confidential or proprietary in light of the nature of the information or the circumstances surrounding its disclosure.

Confidential Information shall also include the existence and terms of this Agreement, the nature of the Services performed hereunder, the commercial arrangements between the Parties, and all notes, summaries, analyses, compilations, studies, reports, copies, extracts, reproductions, or derivative materials prepared by or on behalf of the Receiving Party that contain, reflect, incorporate, summarize, or are derived from Confidential Information.

The Receiving Party shall maintain the confidentiality of all Confidential Information of the Disclosing Party using at least the same degree of care that the Receiving Party uses to protect its own confidential information of a similar nature, but in no event less than a commercially reasonable standard of care. The Receiving Party shall use Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement and for no other purpose.

The Receiving Party shall not disclose, distribute, publish, disseminate, reproduce, transfer, transmit, sell, license, exploit, commercialize, or otherwise make available any Confidential Information to any third party except to those employees, contractors, representatives, advisors, affiliates, agents, or service providers who have a legitimate need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

The Receiving Party shall be responsible for any breach of this Agreement caused by its employees, contractors, affiliates, advisors, agents, representatives, subcontractors, or other persons to whom Confidential Information is disclosed by or through the Receiving Party. The Receiving Party shall implement and maintain commercially reasonable administrative, organizational, physical, and technical safeguards designed to protect Confidential Information against unauthorized access, disclosure, misuse, alteration, theft, destruction, or loss.

Without limiting the foregoing, Service Provider acknowledges that the Services may involve access to sensitive operational information, executive communications, customer interactions, schedules, internal business processes, financial information, credentials, systems access information, proprietary workflows, and other highly sensitive business materials belonging to Client. Service Provider shall therefore exercise heightened diligence, discretion, professionalism, and care in handling such information and shall limit access thereto strictly to personnel with an operational need to know such information in connection with performance of the Services.

was publicly available at the time of disclosure or subsequently becomes publicly available through no breach of this Agreement or wrongful act of the Receiving Party;

was lawfully known by the Receiving Party without restriction prior to disclosure by the Disclosing Party;

was lawfully obtained by the Receiving Party from a third party not subject to any duty of confidentiality or restriction on disclosure; or

was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

the foregoing exclusions shall be interpreted narrowly, and the combination of otherwise non-confidential information shall not be deemed non-confidential if the combination itself is confidential or proprietary.

If the Receiving Party becomes legally compelled by subpoena, court order, governmental request, regulatory inquiry, legal process, or Applicable Law to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party in writing prior to making such disclosure so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy.

The Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to obtain confidential treatment or other assurances that such information will be afforded appropriate protection against public disclosure.

Nothing contained in this Agreement shall prohibit either Party from disclosing Confidential Information to legal counsel, accountants, auditors, insurers, financing sources, potential acquirers, investors, lenders, or regulatory authorities where reasonably necessary in connection with legitimate business, legal, regulatory, financing, audit, or compliance purposes, provided that such recipients are subject to appropriate confidentiality obligations or professional duties of confidentiality.

All Confidential Information disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party. Except for the limited rights expressly granted under this Agreement, no license, ownership interest, intellectual property right, or other proprietary right is granted or transferred by disclosure of Confidential Information.

Upon expiration or termination of this Agreement, or upon written request of the Disclosing Party at any time, the Receiving Party shall promptly cease use of the applicable Confidential Information and shall return, destroy, permanently erase, or render inaccessible all Confidential Information in its possession or control, including all copies, extracts, summaries, reproductions, notes, and derivative materials containing or reflecting such Confidential Information, except to the extent retention is required by Applicable Law, internal compliance procedures, professional obligations, insurance requirements, document retention policies, or routine automated backup systems maintained in the ordinary course of business.

Notwithstanding the foregoing, any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Agreement for so long as such information is retained.

The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or reasonably suspected unauthorized access, unauthorized disclosure, misuse, loss, theft, compromise, cybersecurity incident, data breach, credential compromise, system intrusion, ransomware event, or other security event affecting Confidential Information of the Disclosing Party.

The Receiving Party shall cooperate in good faith with the Disclosing Party in investigating, mitigating, remediating, containing, responding to, and documenting any such incident and shall take commercially reasonable corrective actions designed to prevent recurrence.

The Parties acknowledge that the nature of remote administrative and operational support services may involve transmission of information through electronic communication systems, cloud-based platforms, third-party software applications, internet-based collaboration tools, and remote access technologies, each of which may involve inherent cybersecurity and operational risks notwithstanding commercially reasonable safeguards.

All Deliverables specifically created by Service Provider in the course of performing the Services shall, upon creation and to the extent permitted by Applicable Law, be deemed “works made for hire” for Client. To the extent any such materials do not so qualify, Service Provider hereby assigns to Client all right, title, and interest therein, including all associated intellectual property rights.

Service Provider retains all rights in pre-existing materials, tools, templates, methodologies, know-how, and processes developed or acquired independently of this Agreement. No ownership rights are transferred except as expressly stated herein.

Client is granted a perpetual, worldwide, royalty-free license to any such retained materials incorporated into Deliverables solely as necessary for use of the Deliverables in the ordinary course of business.