Independent Contractors Agreement
Elite VA Society Handbook
Scope of Services: The Company engages the VA as an independent contractor to provide virtual assistant services as directed by the Client, encompassing administrative support, graphics design, database management, marketing, and any other tasks mutually agreed upon.
Representations, Warranties, and Undertakings
1. Representations and Warranties: The VA hereby warrants, affirms and acknowledges that:
I. The VA has adequate resources to be actually and directly used in the performance or completion of the Service, including but not limited to the hardware, software, headset, and internet connection;
II. The VA acknowledges and represents being an independent contractor entering into this Agreement.
III. The VA is of good moral character and has not been convicted of a crime involving moral turpitude; nor ongoingly affiliates with individuals convicted of a crime.
IV. The VA shall submit a copy of his/her Government issued ID, portrait picture, related supporting documents deemed necessary by the company.
V. The VA shall disclose all of his/her ongoing business ventures, employment, occupation, profession, livelihood, vocation and anything alike that may affect the VA’s provision of Services.
VI. The VA is in good health, fit, and capable of performing the Services.
1.2. Undertakings: The VA personally undertakes that:
I. The VA shall provide excellent and quality service to the satisfaction of the Company and shall provide all related and necessary services as may be required by the Company.
II. The VA shall comply with the code of ethics, guidelines, and rules and regulations provided by the Company as outlined in the Company Handbook, which may be issued, revised, amended, supplemented now or hereafter without prior notice, including but not limited to the use of computer trackers to ensure quality of the performance of the VA.
III. The VA shall actively participate in fostering a collaborative environment within the Company by being open to teach and share knowledge with other VAs, consistent with the Company culture, without expecting additional monetary award or gain.
Relationship of Parties: The engagement of the VA by the Company does not establish an employer-employee relationship, and is contingent upon their assignment to a client. Should the VA no longer have an active client assignment, the Company may assess the possibility of reassignment to another client. However, the Company is not obligated to reassign the VA to a new client, and compensation will not be provided until a new assignment is secured.
Compensation and Leaves: The VA will be compensated according to the terms outlined in Exhibit A, the Compensation Agreement attached hereto. The VA is eligible for paid leave under the conditions stated in the Company Handbook. The VA acknowledges that, as an independent contractor, they are not entitled to benefits typically provided to employees, such as insurance, government contributions, and 13th-month pay, among others.
Payment Handling: The Company shall receive payments from the Clients for the services rendered by the VA. The Company shall be responsible for disbursing payments to the VA based on the terms outlined in the Compensation Agreement (Exhibit A). The VA agrees not to accept payments directly from the Clients for services rendered under this Agreement. All payments for services shall be processed through the Company.
Confidentiality, Non-Compete, and Non-Solicitation
2. Confidential Information: The VA acknowledges that during the performance of their responsibilities under this Agreement, they may be exposed to or acquire Confidential Information of the Company, its affiliates, subsidiaries, or its Clients. “Confidential Information” refers to proprietary or non-public information obtained or accessed by the VA in connection with the transactions contemplated by this Agreement. This includes, but is not limited to, information related to the Company’s and/or Client’s business, business processes and practices, marketing strategy, integration layout specifications, user interfaces, and other strategic information, in any media (whether tangible or intangible and whether in written, magnetic, optical, electronic or other form). “Confidential Information” does not include information that (i) is or becomes publicly known or publicly available, (ii) becomes known to the VA other than from the Company and/or its Client or becomes known to third parties other than from the Company and/or its Client, or (iii) would otherwise constitute “Confidential Information” of the Company and/or its Client, but which the Company and/or its Client is required by court order or other legal process to disclose.
3. Non-Disclosure: During the term of this Agreement and for a period of two (2) years thereafter, the VA agrees to hold the Company’s and/or its Client’s Confidential Information in strict confidence and not to disclose or use such Confidential Information for any purpose other than the provision of Services hereunder. Without limitation to the foregoing, the VA will promptly inform the Company if they learn or have reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and/or intends to disclose such Confidential Information to unauthorized persons. In such a case, the VA will, at their expense, cooperate with the Company in seeking injunctive or other equitable relief in the name of the Company. Upon termination of this Agreement, the VA will destroy or turn over to the Company all documents, papers, and other material in their possession or under their control that contain Confidential Information or summaries thereof.
4. Non-Solicitation: During the term of this Agreement and for a period of two (2) years after its termination, the VA shall not, directly or indirectly, solicit any client or employee of the Company for the purpose of providing services similar to those offered by the Company.
5. Non-Compete: During the term of this Agreement and for a period of two (2) years after its termination, the VA agrees not to engage in any business or work that is in direct competition with the Company. The VA is expressly prohibited from working directly with or transacting with any clients of the Company with whom they have come into contact during the term of this Agreement. However, the VA is not prohibited from working within the same industry as the Company, provided that they do not provide services to any client engaged by the Company during the term of this Agreement or within one year following its termination.
6. Termination
6.1. Involuntary Termination: The Company may terminate this Agreement with immediate effect for the VA’s breach of any provision hereof and/or any of his/her obligations hereunder, including the following:
I. If the VA induces or tries to induce any of the employees, representatives, contractors, agents, or Clients of the Company to leave or to terminate the services of the Company or any of its subsidiaries or affiliates;Â
II. If the VA commits, or induces or attempts to induce any of the employees, representatives, contractors, agents, or Clients of the Company or any of its affiliates or subsidiaries or other persons associated now or hereafter with the Company to commit any act of disloyalty to the Company or any of its subsidiaries or affiliates;Â
III. When the VA participates by himself/herself, or in collusion with any other person, commits or attempts to commit any other act which defrauds or adversely affects the Company or any of its subsidiaries or affiliates;
IV. If the VA makes any false statement or misrepresentation in his/her application or any other related document as an Independent Contractor;
V. If the VA violates any rules and regulations or guidelines of the Company, and applicable standard or norm of conduct of professional ethics of an Independent Contractor;
VI. When the VA violates or in any way fails to comply with any of the terms and conditions stipulated in this Agreement and/or any of its amendments or modifications;
VII. If the VA discloses any Confidential Information as defined in Section 6.1, without the Company’s prior written consent;
VIII. If the VA fails to remit or return, or unnecessarily delays the remittance or return of the property of the Company and or any of its subsidiaries, affiliates, or its Clients.
6.2. Voluntary Termination: Either party may terminate this Agreement with 30 days written notice.
7. Ownership of Work: All work products, documents, and materials created by the VA during the term of this Agreement, whether or not paid for by the Company, are the exclusive property of the Company.
8. Assignment: The Company may assign its rights or delegate its duties under this Agreement, either in whole or in part, without the prior written consent of the Independent Contractor, but subject to subsequent notice. The Independent Contractor shall not assign his/her rights or delegate his or her duties without the prior written consent of the Company.
9. Indemnity: The VA agrees to indemnify, defend, and hold the company harmless from and against all losses, damages, liabilities, claims, costs, and expenses arising from or related to the services that the VA provides to Participants pursuant to this Agreement or related to the breach of any obligation or provision herein. In the event that a claim is asserted against the company, the company will promptly notify the VA, identifying the claimant and specifying the nature of the claim. The VA shall have the right to defend, settle, or compromise any claim, demand, action, or proceeding, except that the VA may not enter into a settlement or compromise that involves an admission of liability or financial responsibility on the company’s part without the prior written consent of the company. The VA may defend the company with counsel of its own choosing, who must be reasonably acceptable to the company, unless the company agrees to assume the cost of its own defense and any settlement.
10. Dispute Resolution: In the event of a dispute arising from or related to this Agreement, the Company and the VA shall engage in private negotiations in an effort to resolve any disputes. If such efforts are not successful within sixty (60) days or as otherwise agreed by both Parties in writing, the Parties shall submit any dispute arising from or related to this Agreement to non-binding mediation held in Baguio City, Philippines. If the Parties are unable to agree to a mediator, the Company shall provide the names of three (3) mediators and the VA shall choose one of the proposed mediators. If such mediation is not successful, then either of the parties may make a demand for arbitration. The arbitrator shall have the power to award damages, costs and attorneys’ fees in the arbitrator’s discretion and subject to the principles of equity.
11. Authority and Legal Obligations Warranty: The VA warrants to the Company that they have the full authority to enter into this Agreement and that they have no legal obligations that would prevent them from doing so.
12. Interpretation: This Agreement has been meticulously reviewed and negotiated by both the Company and the VA, who have each had the opportunity to seek legal counsel. It shall be interpreted fairly in accordance with its terms, without bias towards or against either party. Any ambiguity or omission within the Agreement or its provisions shall not be interpreted against either party solely on the basis of its drafting or proposal.
13. Amendment: This Agreement may be amended or modified only through a written instrument signed by both parties. No term or provision in any earnings statement, invoice, certificate, or other business form of the Company will control the relationship of the parties or supersede any conflicting term or provision of this Agreement.
14. Severability: If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. In such a case, the parties undertake to amend the invalid provision to cure its defects but will ensure, as much as possible, to achieve nearly the same effect as the original.
15. Entire Agreement: This Agreement, in conjunction with the attached Compensation Agreement (Exhibit A), represents the entire understanding between the Parties regarding the VA’s services and obligations.
