MANAGED SERVICES AGREEMENT

Effective Date: Date Agreement Signature Page is Signed by Client

Company: Attorney Assistant LLC

Client: Entity Purchasing VA Services from Attorney Assistant LLC

Party/Parties: Company & Client are referred to herein as a “Party” and, together, the “Parties.”

1. Terms of Service

Term: The Term of this service agreement will be twelve months (the “Original Term”) and will continue for twelve month periods (each “Renewal Term”) until terminated as set forth herein. The Original Term and any Renewal Terms thereto will be referred to as the Term.

Automatic Renewal: This is a twelve month agreement that will automatically renew for another twelve months at the end of the contract term stated above.

Termination: Either party may terminate the automatic renewal of this agreement if they give notice to the other party at least 30 days prior to the end date of Original Term or any Renewal Term. The Client must provide written notice at least 30 days prior to the renewal date to [email protected]. Terminating automatic renewal does not void the terms of the Original Term. There are no refunds for the services provided. Termination requires the scheduling of an offboarding/feedback discussion.

2. Virtual Assistant & Intake System Services

Virtual Assistant Service

Company shall provide virtual assistant services to the Client. Virtual Assistant will be referred to as “VA” or “VAs” in this agreement. Virtual Assistant will work 40-hours per-week and exclusively for your law firm, and not shared across any other law firms.

Included at the end of this agreement is a table that will break down pricing and the options available.

Weekly Virtual Assistant Hours

The expectation is that a VA works a maximum of 40 hours per week, as per labor laws in the countries we staff from. The Company will monitor VA hours using Time Doctor and discuss these trends in regular check-ins with the Client team. The Company will charge a true-up bill to cover any hours in excess of 40 per week and reserves the right to increase the Client’s monthly VA bill if excess hours become consistent. For a VA to work more than 40 hours per week, the Client and the VA must mutually agree to the new amount of hours. The Client and the VA take on any liability related to working more than 40 hours per week.

Virtual Assistant Commitment: By signing this contract, Client agrees to 12 months of VA services from the Company, at the agreed upon price. At any point during the first 60 days following go-live, the Client may decide to discontinue VA services. Client will only be charged for time elapsed since the Effective Date and will be reimbursed for any unused days. Beyond the 60 days, Client may terminate this contract by paying a two-month penalty fee without services. Termination at any time requires the scheduling of an offboarding/feedback discussion.

3. Managed Service Details

A – Sourcing Talent

Placement: Company agrees to source, assign, and performance manage virtual assistants for the benefit of Client’s law firm.
Talent Requirements: Company agrees to source virtual assistants who possess the necessary qualifications to perform the tasks consistent with job description for the category of virtual assistant selected by Client for its retained service.

Interviewing Rights – Final Decision: Company agrees to provide Client virtual assistants it feels is most qualified and is the best fit for its firm. Company retains final decision on virtual assistant placement within Client’s law firm.

B – Virtual Assistant Performance Management

1. Training

Prior to Company placing a virtual assistant with Client, Company provides basic training to the virtual assistant. Company makes no warranties or representations regarding a virtual assistant’s work product and nothing in this Agreement should be read so as to create such warranty.

Client expressly acknowledges that it is Client’s sole responsibility to train the virtual assistant placed within its firm on firm specific tasks; including but not limited to, case management software, phone tree specific rules, document template programs, relevant stages of legal cases, drafting of documents, intake sales scripts that are practice area specific, and similar activities.

2. Task Completion

Client has the right to delegate and assign work to its virtual assistants that are consistent with the tasks associated with the job description for which the Client selected. Company retains the right and assumes the responsibility for managing VA performance to the best of its ability. In the event that the Client provides the Company with feedback regarding the VA, the Company’s Client Success team will ensure the VA addresses said feedback.

3. Corrective Measures

Client has the right to correct and train virtual assistants on any error related to work performed that was assigned; Client agrees prior to conducting any corrective action that Client informs Company of the corrective action. Outside of performance related issues, the Company retains the right to manage and correct all other work related issues associated with virtual assistants.

4. Removal & Reassignment

In the event Client no longer desires to have one or more of its virtual assistants placed within its law firm, Client may request the removal and replacement of virtual assistants to Company so long as the request is related to a work performance issue. Client may request the removal and replacement of virtual assistants twice within a year without incurring additional fees; the client may request the removal and replacement of multiple virtual assistants within the same request. After the second request, Client agrees that any removal and replacement can be made with a payment of a $500.00 sourcing fee. The assessment of the $500.00 sourcing fee is determined on a case by case basis at the sole discretion of the Company. This benefit of two removal and replacement requests prior to incurring an extra fee is extended annually to Client.

5. VA Resignation

In the event a virtual assistant resigns from working as a contractor for Company or is no longer able to complete the required duties, Company shall provide Client written notice of the assistant’s resignation within two (2) business days from the date Company received notice of resignation. Company will reassign a virtual assistant following the procedures detailed above.

6. VA Work Hours

Company expressly agrees to provide Client with one or many virtual assistant(s) who will work a full-time forty (40) hour work-week during the hours defined by Client, irrespective of time-zone differences. Client agrees and understands that any full-time virtual assistant assigned to Client’s law firm, Client must provide a reasonable amount of time for breaks and lunches. For example, in every eight (8) hour period, every virtual assistant is provided a paid one hour (1) lunch and one fifteen minute (15) paid break.

7. VA Holiday Schedule

(a) Paid Time Off: Client expressly understands and agrees that its assigned virtual assistants will be paid for six (6) observed U.S. holidays annually. The Observed Holidays provide one single paid time off for the virtual assistant. We recommend the following paid holidays, though they can be adjusted via mutual agreement between the Client and the VA: New Year’s Day, Memorial Day, Labor Day, Christmas Eve, Christmas Day, New Year’s Eve. In the event Client chooses to close additional days in observance of these holidays, Client, at its sole discretion, may allow its virtual assistants the additional time off but Client understands that additional closures have no effect on Client’s contractual monthly service charge.

(b) Additional Observed Holidays: Client may close its office for observation of additional United States Holidays; Client in its sole discretion may allow its assigned virtual assistant to have the time off with Clients remaining office staff or may require its assigned virtual assistants to work on that day. Client understands and agrees that allowing its virtual assistants to participate in observation of additional observed holidays does not affect Clients monthly service charge.

(c) Foreign Holidays: Virtual Assistants are not paid by Client for any holiday that is recognized in the country where the virtual assistant resides. If a virtual assistant desires to have time off to observe a foreign holiday they must request the time off in accordance with the VA personal leave policy in Section 3(B)(8) – below.

8. VA Personal Leave

Client expressly understands and agrees that virtual assistants are allowed ten (10) days of personal time off within one-year, inclusive of sick and vacation time. Personal Time Off does not become effective for virtual assistants until after the expiration of Client’s 30-day opt-out period. Personal time off does not roll over year to year for the virtual assistants. Company attempts to find coverage for Client during its placed virtual assistant’s personal time off but cannot guarantee coverage for every occurrence.

9. VA Payment & Billing

Company is responsible for paying the VAs for services rendered to the Client. Client is responsible for paying its monthly bill to the Company for VA services. Billing for VA services will begin when the Client signs this services agreement. The first monthly payment (billed upon completion of this agreement) will be full-price. The bill for Month 2 of VA services may be prorated to align with Company’s desired monthly billing cycle. The first monthly bill includes VA setup and implementation along with up to 2-3 weeks of VA dedicated support. Company needs about two weeks for VA setup and implementation following the Client’s pre go-live call, which can be scheduled upon completion of this agreement. Any further delay in VA go-live is at the sole discretion of the Client but does not alter Client’s billing cadence or amount.

10. Implementation & Go-Live Process/Cadence

C – No Privity of Contract Between Law Firm and Virtual Assistant

1. No Privity of Contract

Client expressly agrees and understands that it has no privity of contract with the virtual assistants. As a result, Client lacks total authority to remove and/or reassign a virtual assistant directly. Client must request a removal and reassignment to the Company. Company will reassign a virtual assistant as fast as reasonably allowed at the particular time Client’s request is made.

2. Virtual Assistant Contract Buy-out

In the event Client desires to terminate this Agreement and retain employment of its placed Virtual Assistant; and the particular Virtual Assistant desires to continue to work with Client, Company will agree to terminate its contractual agreement with that particular Virtual Assistant and release him/her for direct hire by Client for a one time payment of $20,000.00 per virtual assistant.

3. Virtual Assistant Non-Solicit and Non-Hire Clause

The Client may not solicit any VA they are introduced to as a result of the Company, during its agreement with or within one year of terminating its agreement with the Company. Client may not hire any VA they are introduced to as a result of the Company while said VA is working for Company or within one year of said VA working for Company. This non-solicit and non-hire clause does not apply if Client opts to buy-out the VA’s contract.

4. Billing Cycle & Due Date

Billing Cycle & Payment Due Date: Client expressly agrees and understands that Client’s first billing cycle commences immediately upon the execution of this agreement. Monthly billing date will be set by the Company. Payments will be received in advance of the start of each month of service.
Late Fees & Grace Period: Client agrees and understands that a $250.00 late fee is automatically assessed and owed for Company’s work associated with collections, should payments not be received within 14 days of billing date.
Credit Card or ACH Authorization: If credit card is used as your payment method, a 3% payment processing fee will be applied to your monthly fee. For Clients who this is your first Contract for Services with the Company, by completion and submission of the credit card payment information you expressly authorize the Company to store this credit card information and use it as the payment source for Client’s on-going monthly service charges. If you select ACH as your payment method, no payment processing fee will be applied.
Suspension of Services: Client expressly agrees and understands that if Payment is not received by the fourteenth (14) day after their billing date, Client’s services will be suspended and its assigned virtual assistants will not report for their assigned shifts until Client’s services have been reinstated.
Payment of Virtual Assistant During Suspension of Services: Client expressly agrees and understands that during the fourteen (14) days preceding Suspension of Services, Virtual Assistants are performing work on behalf of Client and have earned wages that are legally owed; as a result, Client expressly agrees and authorizes Company to charge its card on file for any wages earned.
Reinstatement of Canceled Account: Client agrees that it is Company’s sole discretion to determine whether Client’s virtual assistant account should be reinstated. Client agrees and understands should Company decide to reinstate a canceled account, a five-hundred ($500.00) reinstatement fee must be paid prior to reinstatement.

5. Client Obligations

Onboarding: Client expressly agrees to complete all Company’s onboarding requirements within twenty-four (24) hours after receipt. Client’s failure to timely complete onboarding requirements may cause delays in the date Client’s virtual assistant is deployed for work and will have no effect on Client’s obligation to pay its full billing cycle.
Training: Client agrees and understands that Client must provide task specific training to its assigned virtual assistant the same as it would train a direct hire in its law firm. Furthermore, Client agrees and understands that proper training is the outcome determinative for virtual assistants to perform assigned tasks and without adequate training analysis of an assigned virtual assistant may be wrongly skewed. Client agrees to provide thorough training and resources to its assigned virtual assistant to optimize Client’s experience and success.
Equipment: Client expressly agrees and understands that it is Client’s sole responsibility to provide proper user licenses, logins and passwords, emails, and the like necessary for its assigned virtual assistant to properly perform assigned tasks. Client expressly agrees and understands that Client is responsible for the full monthly service fee regardless of delays in access to necessary equipment, software, licenses, etc.
Privacy & Security: In addition to the standard confidentiality and privacy notice virtual assistants sign with respect to their assignment to work at Client’s law firm, should Client require specific VPN restrictions, further clearance licenses, and/or any other privacy requirements as determined by Client, all related expenses are to be paid by Client directly.
Legal Malpractice Coverage: Client is responsible for maintaining legal malpractice coverage of paralegals, legal assistants, contractors, whether full time or part-time, independent or wage earners and agrees to fully indemnify Company for any and all damages related, no matter how tenuous, to a claim because Client agrees and understands that it is controlling the assignment of tasks and Company is simply monitoring progress and completion but has no interest or control in specific standards used to determine task completion.
Transparency in Communication: Client agrees to provide regular feedback that is constructive in nature regarding the performance of virtual assistants; and/or the needs to provide a higher level of service. In the event corrective measures are necessary, if they are task related, it is the Client’s responsibility to correct and train its assigned virtual assistant. However, if it is personality and/or other employment based measure, the Client is to report the issue to Company for Company to resolve.
Overtime Request & Overtime Pay Rate: If Client requires overtime from its virtual assistants, Client understands that it will be charged extra, per the Company’s discretion, up to $20/hour.

6. Insurance

Company agrees to keep in place and make available for inspection a copy of Company’s business liability insurance protecting against mistakes, bad acts, error and omissions. Client acknowledges that any virtual assistant that is performing case work for one of Law Firm’s clients, Law Firm shall ensure that its legal malpractice insurance covers the work produced by virtual assistants placed within its firm.

7. Indemnity Language

Client agrees to indemnify, hold harmless and defend Company and its directors, officers, employees and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) the negligence or willful misconduct of virtual assistants, (ii) and any allegation that the virtual assistant caused injury and/or damage to any third Person (“Person” is defined as any individual, corporation, company, partnership, government, or other entity.) Client agrees that Client shall have the right to participate in and control defense of any such claim through counsel of its own choosing at the expense of Client.

Virtual Assistants are contracted through the Company, meaning the Client is indemnified and held harmless of any employment/contract claims raised by a Virtual Assistant against the Company, given that the Client is in compliance with this agreement with the Company.

8. Waivers & Modifications

No modification or waiver of this Agreement shall be binding unless in writing and signed by the parties hereto. The waiver by either party of any breach by the other party of any of its obligations hereunder or the future of such party to exercise any of its rights in respect of such breach shall not be deemed to be a waiver of any subsequent breach.

9. No Assignment

This Agreement shall be binding upon and shall inure to the benefit of the parties and their successors, assigns, executors, administrators and personal representatives

10. Mediation Without Waiver of Right to Sue

It is the policy of the State of Delaware to encourage resolution of disputes through alternative dispute resolution procedures such as mediation. Any dispute between Company and Client related to this Agreement which is not resolved through informal discussion will be submitted to a mutually acceptable mediation service or provider. The parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction.

11. Severability

If any provision or clause of this Agreement or portion thereof, shall be held by any court of competent jurisdiction to be illegal, void or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the invalid portion.

12. Jurisdiction & Governance

12.1 Dispute Resolution. The Parties agree that in the event of a dispute or alleged breach of the Service Agreement, they will work together in good faith first to resolve the matter internally by negotiating between higher levels of management who have the authority to settle such controversy. If there is no resolution, the Parties will submit the dispute to binding arbitration; however, the Parties may agree to use a mutually agreed upon non-binding mediation prior to resorting to arbitration.

12.2 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING INVOLVING AN AGREEMENT RELATED DISPUTE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

12.3 Choice of Law. The Service Agreement and any other agreement between the Parties is governed by Delaware law regardless of its choice of law provisions.

12.4 Attorney Fees; Expenses. In any legal action between the Parties hereto concerning the Service Agreement, the prevailing Party will be entitled to recover reasonable attorneys’ fees and costs. Except for actions for non-payment or breach of either Party’s intellectual property rights, no action (regardless of form) arising out of the Service Agreement may be commenced by either Party more than two (2) years after the cause of action has accrued.

12.5 Costs. If it becomes necessary for the Company to enforce the Service Agreement through an attorney, collection agency, or directly through small claims court, Client will pay all attorney’s fees, agency fees, court costs, and other collection costs, including without limitation post-judgment costs for legal services at trial and appellate levels.

13. Pricing Summary

The proposal document/signature page you received will contain monthly pricing for our VAs.

NOTES ON MONTHLY VA RATE:

We typically give our VAs small raises every six months. Prior to doing so, we will reach out to confirm that you are comfortable with the raise. If we do not hear any objections from you, we will increase the monthly rate for that VA just to cover the amount of the raise – no additional price increase will occur at the time of the raise.
Quoted monthly prices are based on ACH payment. If credit card payment is selected, a credit card fee of 3% will be applied to your monthly bill.