This (“Agreement”) is entered into the date thereof, the (“Effective Date”), by and between Helpmate Virtual Assistants, LLC, a limited liability company (“Helpmate”) and you and or your company (“Client”)
I. Services. Helpmate agrees to provide Client certain virtual assistant services as set forth in the statement of work (“SOW”) submitted by Helpmate to Client via email and/or any other written documentation. Any SOW entered into shall be made and governed in accordance with the terms and conditions of this Agreement.
II. Term. This Agreement will begin on Effective Date will remain in effect until notice of cancellation per Section III.
III. Cancellation. Either party may terminate this Agreement at any time for any reason with written notice of cancellation.
IV. Payments & Late Fees. Client agrees to provide Helpmate with authorization to charge Client’s credit card each month for Fees and Retainers due that month, unless Helpmate agrees to invoice Client. Invoiced Fees will be due no later than 30 days from the date of the invoice unless agreed to by Helpmate. Invoiced Retainers will be due on the 1st of each month for serviced rendered that month. Helpmate reserves the right to cease Services for Fees or Retainers past due over 30 days. Client agrees Fees or Retainers past due 30 days are subject to a 5% collection fee on the total balance due on an ongoing monthly basis. Helpmate reserves the right to increase Fees with 30 days written notice to Client.
V. Independent Contractor. The Service Provider is acting as an independent contractor providing the Services under this Agreement, not as an employee. The parties agree that this Agreement does not create a joint venture or a partnership between them.
VI. Modification of Agreement. Any modification or amendments to this Agreement will be given in written notice and delivered to the parties.
VII. Governing Law. This Agreement and performance under this Agreement and all suits and special proceedings under this Agreement, be construed in accordance and governed by the laws of the State of Colorado.
VIII. Non-Hire. Neither Customer nor any of their affiliates shall ,directly or indirectly, hire or solicit any employee or contractor of Company. If Customer or any of their affiliates does so, Customer agrees to pay Helpmate immediately a staffing fee of no less than $20,000.
IX. Guarantees and Liabilities. If any project or work completed by Helpmate results in loss to you, Helpmate will suffer no liability. Helpmate works to achieve a high level of quality, however due to the varied nature of the work, we offer no guarantees that work completed will satisfy the clients expectation of quality or time taken to complete. Helpmate will use its best efforts in providing the services client has requested in a timely and workmanlike manner.
IX. LIMITATION OF LIABILITY. CLIENT SPECIFICALLY AGREES THAT THE MAXIMUM LIABILITY OF Helpmate TO CLIENT WILL, UNDER NO CIRCUMSTANCES, EXCEED THE TOTAL AMOUNT CLIENT HAS PAID TO Helpmate PURSUANT TO THIS AGREEMENT. IN ADDITION, Helpmate WILL NOT BE RESPONSIBLE FOR ANY BUSINESS INTERRUPTION, LOSS OF REVENUE, OR LOSS OF PROFITS BY CLIENT. NEITHER CLIENT NOR Helpmate SHALL BE LIABLE TO THE OTHER FOR DELAYS IN PERFORMANCE CAUSED BY CIRCUMSTANCES BEYOND THEIR RESPECTIVE CONTROL.
X. Indemnification. Each party (the “Indemnifying Party”) shall indemnify the other party (the “Indemnified Party”) against any and all claims, liabilities, losses, costs and expenses, including reasonable attorneys’ fees, which the Indemnified Party may incur as a result of claims in any form by third parties arising from or relating to any breach of the Indemnifying Party’s warranties, representations and covenants as set forth in this Agreement. The Indemnified Party shall (i) give the Indemnifying Party prompt notice of the relevant claim, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense of such claim, and (iii) give the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party’s rights or interest without the Indemnified Party’s prior written approval. The Indemnified Party shall have the right to participate in the defense at its own expense. This indemnification shall survive the expiration or termination of this Agreement by either party for any reason.
XI. Force Majeure. Neither party shall be responsible for delays or failure in performance of this Agreement to the extent that such party was hindered in its performance by any act of God or any other occurrence beyond its reasonable control that are not due to the negligence or misconduct of the party claiming relief under this Section XIII; provided that such party has informed the other party of such force majeure event promptly upon the occurrence thereof (including a reasonable estimate of the additional time required for performance to the extent determinable), and such party uses commercially reasonable efforts to effect the required performance as soon as reasonably practicable.
XII. Assignment .Neither party may assign this agreement to any third party (whether pursuant to a sale of assets, merger, change of control or otherwise) without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign its rights and responsibilities under this agreement to an entity that is controlled by or is under common control with such party without the prior written consent of the other party.
XIII. Governing Law. This Agreement and performance under this Agreement and all suits and special proceedings under this Agreement, be construed in accordance and governed by the laws of the State of Colorado.
XIV. Dispute Resolution. In the event of a dispute between Helpmate and Client (“the Parties”) related to this contract, the Parties agree to attend mediation prior to filing any action in a court of competent jurisdiction. The Parties also agree that all suits arising out of this contract shall be filed in the courts of Denver County, Colorado. The Parties further agree that in the event of litigation related to this contract, the prevailing party shall be awarded its reasonable attorney’s fees, costs of court and expenses incurred.
XV. Conflict of Terms. In the event of any conflict between this Agreement (or any portion thereof) and any SOW now existing or hereafter entered into between the Helpmate and Client, the terms of this Agreement shall prevail.