BACKGROUND:
A. The Client is of the opinion that AVirtual Mind, LLC has the necessary qualifications, experience and/or abilities to provide services to the Client.
B. AVirtual Mind, LLC is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and AVirtual Mind, LLC (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
1. The Client hereby agrees to engage AVirtual Mind, LLC to provide the Client with services (the "Services") consisting of:
• Services Rendered.
2. The Services will also include any other tasks which the Parties may agree on. AVirtual Mind, LLC hereby agrees to provide such Services to the Client.
Business Hours
3. Weekdays (Mon.-Fri.), I will typically be working in the evenings. I do not work Sundays’. Weekends will be at my discretion and based on current workload. For my planning purposes, I require 48 hours’ notice of the time frame needed or for any tasks needing attention on Saturdays’. I realize that this may not always be possible and will try to accommodate where I can and as my schedule allows.
4. From 7:30am MST to 4:30pm MST I am accessible via email, text, or communication application (app) and available for brief calls and/or tasks as needed.
5. I prefer all communication and instructions via email or communication app as agreed upon. Any communication after 8:30pm MST will be answered the next business day unless otherwise agreed upon.
Term of Agreement
6. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
7. In the event that either Party wishes to terminate this Agreement prior to completion of the Services, that Party will be required to provide at least 2 days' notice to the other Party in writing via email.
8. AVirtual Mind, LLC shall be entitled to payment for any services rendered up to the date of termination that have not been settled in full. Should ongoing work be suspended or delayed through any default of the Client, AVirtual Mind, LLC shall be entitled to immediate payment for work already carried out and expenses incurred.
Performance
9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.
Compensation
11. For the services rendered by AVirtual Mind, LLC as required by this Agreement, the Client will provide compensation (the "Compensation") to AVirtual Mind, LLC as follows:
a. The hourly rate of $20 USD, $25 USD or $30 USD will be billed, dependent on the services rendered.
b. Clients who have retained my time, get priority. If you recognize you require a set number of hours each month, or need a specific task(s) completed each month, then a retainer package may be best. You can retain my time from an hour a month and on up.
c. An initial gratuitous consultation of up to 20 minutes via telephone or communication platform is provided upon request.
d. Any adjustments to the measure of work, schedule and/or the quantity of hours and fees is subject to review and renegotiation with the Client when necessary.
e. If a task(s) is received and it is clear that there will be more work than what was discussed at our initial conversation, or you request additional tasks to be completed, AVirtual Mind, LLC may renegotiate the fee and/or deadline.
f. If the assignment is based on an hourly rate, it is billed in increments of 30 minutes, with time rounded up to the nearest half hour.
g. Unpaid invoices will incur interest at 6%. I reserve the right to continue or discontinue work after a bill remains unpaid beyond my 7-day payment period. If the release of the payment is dependent on a Freelancing Agency, then the Client will not incur the 6%.
h. Once an invoice becomes overdue past 14 days, no further work will be done.
i. Billable time includes meetings and calls outside of contracted hours, and includes the writing and/or reading of correspondence sent by mail/email and electronic conversations taking up >10 minutes.
j. Payment will be made ideally via AVirtual Mind, LLC invoice, Apple Pay, PayPal, or Freelancing Agency platform. No bank account or credit card information will be exchanged between the Parties.
Invoicing
k. Hourly Clients will be invoiced after an individual assignment is completed or on an ongoing weekly or bi-weekly basis as agreed upon.
l. Clients who have retained services will be receive an invoice weekly.
m. Invoices are to be settled within seven (7) days after sent date unless otherwise agreed. The final invoice will include billable time, reimbursable expenses, and any other fees related to the work.
n. A time report will be provided with the invoice.
o. Any postage, printing and other stationery expenses bought on behalf of the Client’s business will be added to the invoice for reimbursement.
12. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Errors
a. Final proofreading and back-ups of all work supplied is the responsibility of the Client.
b. Any errors must be reported within two (2) days of receipt of completed work. Errors generated by AVirtual Mind, LLC will be corrected free of charge. Amendments requested by the client thereafter will be charged at the standard hourly rate.
Confidentiality
13. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
14. AVirtual Mind, LLC agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the AVirtual Mind, LLC has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement and will continue indefinitely.
15. All written and oral information and materials disclosed or provided by the Client to AVirtual Mind, LLC under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to AVirtual Mind, LLC.
Ownership of Materials and Intellectual Property
16. All intellectual property and related materials (the "Intellectual Property") including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
17. AVirtual Mind, LLC may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. AVirtual Mind, LLC will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Return of Property
18. Upon the expiry or termination of this Agreement, AVirtual Mind, LLC will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
19. In providing the Services under this Agreement it is expressly agreed that AVirtual Mind, LLC is acting as an independent contractor and not as an employee. AVirtual Mind, LLC and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Furthermore:
• AVirtual Mind, LLC has the right to perform services for others during the term of this Agreement.
• AVirtual Mind, LLC has the sole right to control and direct the means, manner, and method by which the services rendered by this Agreement will be performed. AVirtual Mind, LLC shall select the beginning and ending times of work days, days of work, and the order of which the work is performed.
• AVirtual Mind, LLC is not required to devote “full time” to the performance of services rendered by this Agreement.
Communication
20. All notices, requests, instructions or other communications required or permitted by the terms of this Agreement will be given in writing via email, text, or communication platform as agreed upon.
Indemnification
21. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Legal Expenses
22. In the unlikely event there is a dispute we cannot resolve, we agree to engage in mediation, which will occur virtually or in-person in the state of the defendant.
23. In the event any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing Party, in addition to all other amounts, such Party shall be entitled to receive from the other Party, shall be paid by said Party reasonable attorney's fees and court costs.
Time of the Essence
24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Entire Agreement
25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Titles/Headings
27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
29. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of Colorado, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Term of Agreement
32. This Agreement becomes effective once both parties have signed and will terminate on the date a party terminates the Agreement as outlined in this Agreement.
Modification of Terms and Conditions
33. AVirtual Mind, LLC reserves the right to amend the terms and conditions concerning compensation, billing, payment, invoicing, and business hours in this agreement at any time in order to meet the demands of the business.
34. All clients will be given 7 days’ notice of said amendments, in writing via email and if not agreeable, the Client may choose to terminate this agreement at the end of said 7-day period, prior to amendments going into effect.
I so look forward to working with you!!