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What is a virtual assistant contract?

Many virtual assistants are independent contractors. The common practice is that a client would not want to hire a contractor to do some work for him/her without a valid contract in place. This need arises, perhaps from the fact that the virtual assistants are not full time employees coming to an office every day.They often work from home, which can be miles away from the client. They often handle a number of tasks for the clients at a fee.

The specific duties vary from editing and updating websites and social media posts to handling calls and sending thank you notes to a client's customers. Some of the tasks they handle has them accessing information with varying levels of confidentiality requirements. Similarly, the wise Virtual assistant (VA) won’t want to start work without a contract in place. In many instances, you might prefer relying on verbal agreements.

A verbal agreement is not appropriate as it exposes the two of you to the possibility of misunderstandings. The problem with misunderstandings is that they can be costly to the client and the VA; hence, the need for preparing and signing a virtual assistance contract template.

1. A virtual assistant contract clarifies issues

Confusion can easily arise in business agreements in terms of what is to be provided and when it should be provided. It also clarifies who owns what rights and who has what responsibilities to fulfill. A contract clarifies issues such as the money that the client should pay the virtual assistant. The contract clarifies the role the VA is expected to perform for the client. It explains the duties of each party that signs the agreement. Without these clarifications, it becomes hard to know whether the VA or client has failed in doing his/her part.

The contract is necessary to clarify the measures to take in case of a dispute between the client and his virtual assistant. The virtual assistant contract doesn’t only focus on the clarifying issues around what the VA is supposed to do. It also delves into the payment terms specifying:

  1. The amount the client is supposed to pay
  2. Whether a flat fee or time based
  3. Whether there’s a refundable or nonrefundable deposit to be paid
  4. The means through which the payments will be made
  5. The timelines for payment.

Aside from the payment details, the virtual assistant contract also specifies the termination terms. Firing can often go two ways; the VA can decide to terminate the deal, or the client can choose to fire the VA. Either way, the terms of the VA relationship termination must be included in the virtual assistant contract PDF. It must address issues around termination, specifically:

Who has the right to terminate the virtual assistance relationship? Most times, either party can do it.The procedure for termination. It’s a bad practice to just wake up one morning and inform the client that starting immediately you won’t provide the virtual assistance services to him/her anymore. Clients also sometimes terminate the relationship without notice and at times without a word. Therefore, any wise VA or client must be protected against these unpleasant surprises.

How? By including a clause specifying the process to be followed in order to terminate the agreement.The required length of notice before actual termination. As mentioned before, clients and VAs have been known to terminate contracts without notice; leaving the other party basically stranded and at a loss of what happened. It is therefore important to lay down the terms in writing specifying how long a notice must be given before the contract is terminated.Payment terms. It is only fair for a VA to be paid for work done up to the time the termination takes effect. VAs should however not assume that every client will automatically do that. A good virtual assistant contract should specifically state that the VA should be paid pro rata. When to hand over. If there are any documents in the VAs possession that need to be handed to the client upon termination, a clause in the free virtual assistant contract can clarify when this is expected to happen; before or after the final payment.

A VA working relationship involves access to information about clients; sometimes sensitive information that a client wouldn’t want in the public domain. The client might also be privy to information the VA doesn’t want to be known by other parties. Therefore, while trust is important and confidentiality is a virtue desired by both parties most importantly the VA. A confidential VA that’s good at his/her job is gold. With such a VA a client can often trust that their private information will remain that way.

Nevertheless, it is important to clarify exactly what is covered under the confidentiality clause of the virtual assistant contract. This will ensure that all the parties know what should not be disclosed; whether knowingly or unknowingly. Having the confidentiality clause also helps to lend legitimacy to your virtual assistance business.

Some clients also want other restrictive covenants. Therefore, a virtual assistant contract can include these in the form of a non-compete clause. This clause serves to restrict your ability to take on a similar business as a client during your contract period. It can also include a non-solicitation clause that bars either party from soliciting clients from the other. This clause is especially common among virtual assistant companies hiring subcontractors as it helps prevent the subcontractor from poaching clients. However, note that the enforceability of such covenants can vary so you should check how enforceable such agreements are in your state. Otherwise, such clauses would only make your contract larger without adding any value to your business relationship.

Another important issue that the virtual assistant contract clarifies is what exactly are the deliverables expected from the VA. A detailed list of tasks with some measurable criteria such as a product delivered, a project completed or a log tracking the time taken may be necessary. The virtual assistant contract template can also clarify the number of hours that a VA is required to put in.

What should be included in a virtual assistant contract template?

As with any other contract, it’s only logical that the virtual assistant contract should contain some basic details. These are the names and contact details of both the client and the VA. The dates of preparation and signing of the contract should also be present. Following the rule of any communication, it must be clear, coherent and to the point with only as much detail as is necessary.

This means that it should be in a language that both parties to the agreement will understand. It should be without errors and omissions. It should also be concise and easy to read thus the font styles and sizes, whitespaces, margins, line spacing and all other aspects of its formatting must make it easy for anyone to read.

If need be, i.e., if you don’t know how to prepare a free virtual assistant contract you can get someone to help you write up one or use one of our contract templates. A template can keep you from making certain grave mistakes such as leaving out crucial clauses. But it doesn’t do much in terms of keeping the grammatical errors that affect readability at bay. Therefore, proofreading is necessary and should be done faithfully. This is important to avoid things such as ambiguity as well as other mistakes in writing it.

You want all terms, conditions, and procedures to be as clear as possible.

3. Forms of virtual assistant contract examples

Primarily, there are a number of different agreements that VAs can use depending on the specific details and nature of the work they are contracted to do. However, you will often find clauses relating to these different agreements included in a single virtual assistant contract.

3.1. Virtual assistant independent contractor agreement

This is used when the VAs services are only for a specific project; whether one-off or recurring. They address the issues discussed above, but can also include clauses addressing other issues as the job, and the VA demands.

3.2. Virtual assistant retainer agreement

This is usually used when the job requires you to provide virtual assistance for a longer period of time. Either you work a specific number of tasks monthly, or you work a specified number of hour monthly. In such cases, discounted rates can be negotiated and can often serve as an incentive for the client to make upfront payments. This type of arrangement has its benefits, but regardless, a virtual assistant contract template is still necessary to ensure the interests of the VA and the clients are protected.

3.4. Confidentiality/non-disclosure virtual assistant agreement

This aims to guard against disclosure of confidential information. This often comes into play if the VA is likely to get access to information that the client considers private.

What are the essentials of a virtual assistant contract?

A number of times, and this is more likely among the inexperienced virtual assistants; you will find a VA wondering if they really need a virtual assistant contract. Many starts with operating on trust, but learn later how essential a written and duly signed contract really is. For the lucky ones, this lesson comes with a few unpleasant experiences only. For others, the lesson comes at a huge cost; often a substantial loss after having spent time and effort in providing the required services only not to be paid at the end of it.

According to an article on lexology.com library, many times, the verbal agreement between a client and the virtual assistant is enough, and there's no need for referring to a free virtual assistant contract. Even when a contract is in place and properly signed, the client rarely disagrees with the virtual assistant to the point of consulting the contract to see the way forward. Nevertheless, when something goes wrong, the client and VA will have nothing to rely on except their word against each other. Unfortunately, this rarely bodes well for the two.

While a contract won’t always prevent conflicts and situations of clients reneging on your agreement, it sure is helpful when you have to prove that you indeed had an agreement. It could also be the last strand of hope to get what is owed to you. After all, the typical virtual assistant is a freelancer and according to various sources, and forums; failure to get paid and late payment challenges are among the top problems freelancers and small businesses face.

5. A virtual assistant contract template serves many purposes

A properly crafted virtual assistant contract PDF serves two main purposes. First, it acts as a legal agreement that binds the client to the virtual assistant. It sets the conditions under which the two are to work together. Secondly, the contract shows the professionalism of both parties. It shows that the client and VA both take their roles in the project seriously and want nothing to stand in the way of a fruitful and mutually beneficial relationship. Here’s why a virtual assistant contract is so important:

It is proof that a client read, understood and agreed to the terms and conditions of the agreement. By appending his/her signature on the contract, the client agrees to those and becomes bound by it.With a good virtual assistant contract, you can be covered when it comes to copyright infringement.It eliminates confusion as to what is expected of either partyShould you need to provide evidence of the agreement at a later date, you will have a written and signed a document to turn to. You won’t have to battle on the basis of your word against the client.

A virtual assistant can prepare and sign several types of contracts. For example, he can sign an independent contractor agreement and use it with clients who need his services only once. He can also sign a retainer agreement, which is for clients with whom he would like to forge a long-term relationship.

A Non-Disclosure Agreement is also permissible. In some cases, a subcontracting agreement would also be welcome if the VA thinks it necessary.

Therefore, a virtual assistant contract is better than verbal agreements. The virtual assistance contract is, however, binding only if it is duly signed by the parties involved. Otherwise, it won’t be of much use when you need to provide evidence.

6. A virtual assistant contract template must be duly signed

The virtual assistance contract is usually prepared in two or more copies. Each copy must be signed by each party. Each party is given time to go through the contract and if okay with the terms, agree to them. If it’s during a one on one meeting, the signing can take place at once. If not, one party signs their part before sending both copies back to the other party. After signing, each party is given a copy. Straightforward as it may seem, some VAs haggle with the client just to get them to sign the virtual assistant contract template. While the terms of the agreement should be negotiated, it doesn’t mean that you should yield to all that the client wants.

Be especially wary of a client who insists on you removing a crucial clause that protects your interests. Most often, many of the clients who insist on certain useful clauses being removed before they sign the virtual assistant contract PDF are problem makers. They are often the ones that tend to delay payments. You should be wary of such clients. At times, it’s better for freelancers and VAs to let some jobs go if they cannot come to an agreement with the clients that works for both parties. That said; some level of flexibility on the terms and conditions therein is also at times necessary. It is up to the VA to determine what is acceptable to him/her and what s/he can compromise on.

7. Reap the benefits of the virtual assistant contract template

With a good, solid contract between you and your client, you stand a better chance of enjoying a peaceful business relationship. Should some conflicts arise, it will be easier to resolve them. You can also terminate the contract professionally and rest assured that the client can also do the same. It also improves your chances of not just being paid, but also getting your money without too many unnecessary delays. This is undoubtedly the dream of any freelancer; not spending months trying to follow up on payments, especially if you have employees and subcontractors to pay.

Get a good template today to help you prepare your contract and get the protection that a virtual assistant contract can afford you. It’s also worth noting that enforceability is not just a concern when it comes to restrictive covenants. Rather, other parts of the contract might be enforceable in one state but not so in another. Find out what is considered enforceable in your state. At times, this may mean getting the advice of someone knowledgeable in the laws of your state. Even if it costs you some extra money, this due.

Virtual assistant contract template FAQs

Do you have more questions about virtual assistant contract templates? Here are answers to the most frequently asked questions:

1. What are the benefits of using virtual assistant contract templates?

The major benefit of using a virtual assistant contract template for any new project is to protect your work and make sure you get paid on time. The added benefit is also having the clients written signature for the project scope and steps for resolution.

2. How do I create a virtual assistant contract template?

A virtual assistant contract template can be created either by starting from a sample, and editing it for the project's individual requirements, or by using Bonsai to draft and download one in just minutes. Sign up a the free trial today!

3. When do I draft and send the virtual assistant contract template?

A virtual assistant contract template is drafted and sent for signature whenever you start a new project.

Use this template
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The simplest way to create a legally sound contract. Check out an example below

Virtual Assistant Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "Virtual Assistant").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Virtual Assistant to do the following: The Virtual Assistant will assist the Client with specialized services.

1.2 Schedule. The Virtual Assistant will begin work on August 22, 2020 and the work is ongoing. This Contract can be ended by either Client or Virtual Assistant at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Virtual Assistant a rate of $60.00 (USD) per hour. Of this, the Client will pay the Virtual Assistant $350.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Virtual Assistant's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Virtual Assistant will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

1.6 Support. The Virtual Assistant will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Virtual Assistant is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Virtual Assistant works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Virtual Assistant hereby gives the Client this work product once the Client pays for it in full. This means the Virtual Assistant is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Virtual Assistant's Use Of Work Product. Once the Virtual Assistant gives the work product to the Client, the Virtual Assistant does not have any rights to it, except those that the Client explicitly gives the Virtual Assistant here. The Client gives the Virtual Assistant permission to use the work product as part of the Virtual Assistant's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Virtual Assistant's work and not for any other purpose. The Virtual Assistant is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Virtual Assistant's Help Securing Ownership. In the future, the Client may need the Virtual Assistant's help to show that the Client owns the work product or to complete the transfer. The Virtual Assistant agrees to help with that. For example, the Virtual Assistant may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Virtual Assistant, the Virtual Assistant agrees that the Client can act on the Virtual Assistant's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Virtual Assistant after spending reasonable effort trying to do so, the Virtual Assistant hereby irrevocably designates and appoints the Client as the Virtual Assistant's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Virtual Assistant and on the Virtual Assistant's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Virtual Assistant's IP That Is Not Work Product. During the course of this project, the Virtual Assistant might use intellectual property that the Virtual Assistant owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Virtual Assistant is not giving the Client this background IP. But, as part of the Contract, the Virtual Assistant is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Virtual Assistant cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Virtual Assistant's Right To Use Client IP. The Virtual Assistant may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Virtual Assistant to build a website, the Virtual Assistant may have to use the Client’s logo. The Client agrees to let the Virtual Assistant use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Virtual Assistant's job. Beyond that, the Client is not giving the Virtual Assistant any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Virtual Assistant won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Virtual Assistant asks for permission beforehand and the Client agrees to it in writing. If the Virtual Assistant uses employees or subcontractors, the Virtual Assistant must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Virtual Assistant won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Virtual Assistant puts out a general ad and someone who happened to work for the Client responds. In that case, the Virtual Assistant may hire that candidate. The Virtual Assistant promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Virtual Assistant Has Right To Give Client Work Product. The Virtual Assistant promises that it owns the work product, that the Virtual Assistant is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Virtual Assistant uses employees or subcontractors, the Virtual Assistant also promises that these employees and subcontractors have signed contracts with the Virtual Assistant giving the Virtual Assistant any rights that the employees or subcontractors have related to the Virtual Assistant's background IP and work product.

5.4 Virtual Assistant Will Comply With Laws. The Virtual Assistant promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Virtual Assistant promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Virtual Assistant has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Virtual Assistant has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Virtual Assistant if the Virtual Assistant has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Virtual Assistant with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Virtual Assistant. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Virtual Assistant must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Virtual Assistant for the work done up until when the Contract ends and will reimburse the Virtual Assistant for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Virtual Assistant as an independent contractor. The following statements accurately reflect their relationship:

- The Virtual Assistant will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Virtual Assistant is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Virtual Assistant with any training.- The Client and the Virtual Assistant do not have a partnership or employer-employee relationship.- The Virtual Assistant cannot enter into contracts, make promises, or act on behalf of the Client.- The Virtual Assistant is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Virtual Assistant is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Virtual Assistant or any of the Virtual Assistant's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Virtual Assistant must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Virtual Assistant may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Virtual Assistant promises to treat this information as if it is the Virtual Assistant's own confidential information. The Virtual Assistant may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Virtual Assistant use a customer list to send out a newsletter, the Virtual Assistant cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Virtual Assistant written permission to use the information for another purpose, the Virtual Assistant may use the information for that purpose, as well. When this Contract ends, the Virtual Assistant must give back or destroy all confidential information, and confirm that it has done so. The Virtual Assistant promises that it will not share confidential information with a third party, unless the Client gives the Virtual Assistant written permission first. The Virtual Assistant must continue to follow these obligations, even after the Contract ends. The Virtual Assistant's responsibilities only stop if the Virtual Assistant can show any of the following: (i) that the information was already public when the Virtual Assistant came across it; (ii) the information became public after the Virtual Assistant came across it, but not because of anything the Virtual Assistant did or didn’t do; (iii) the Virtual Assistant already knew the information when the Virtual Assistant came across it and the Virtual Assistant didn’t have any obligation to keep it secret; (iv) a third party provided the Virtual Assistant with the information without requiring that the Virtual Assistant keep it a secret; or (v) the Virtual Assistant created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Virtual Assistant each have access to confidential information that belongs to third parties. The Client and the Virtual Assistant each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Virtual Assistant is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Virtual Assistant or both. For example, if the Client gets sued for something that the Virtual Assistant did, then the Virtual Assistant may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Virtual Assistant agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Virtual Assistant has done under this Contract; (ii) a breach by the Virtual Assistant of its obligations under this Contract; or (iii) a breach by the Virtual Assistant of the promises it is making in Section 5 (Representations).

10.3 Virtual Assistant Indemnity. In this Contract, the Client agrees to indemnify the Virtual Assistant (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Virtual Assistant. The Virtual Assistant cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Virtual Assistant's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Virtual Assistant must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Virtual Assistant must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of Michigan govern the rights and obligations of the Client and the Virtual Assistant under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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