Master Service Agreement (MSA)

1. Scope of Services

Consultant provides business support services, including but not limited to virtual assistance, contracted third-party processing, and business development services, each activated only through a Statement of Work (SOW). Services and deliverables are defined in the applicable SOW. Any changes to scope must be agreed in writing, email sufficient, and may adjust fees or timelines.

2. Authority; Company Approvals; Ratification

Company represents and warrants that any individual executing this Agreement, any Statement of Work, Request to Hire, service authorization, or other agreement on behalf of Company has authority to bind Company with respect to such engagement.

Company further acknowledges that its subsequent written approval, email confirmation, vendor or procurement approval, issuance of a purchase order or vendor number, payment of any invoice, acceptance or use of Services, provision of system access, or other conduct reasonably evidencing approval of the engagement shall constitute confirmation and ratification of such authority and of the applicable Agreement or SOW.

Any verbal authorization communicated to Consultant and contemporaneously documented by Consultant may also be considered evidence of Company approval.

Company must notify Consultant in writing of any limitation on an individual's authority before Consultant commences Services in reliance upon that individual's authorization.

3. Payment and Invoicing

Fees are specified in the SOW and invoiced monthly. Payment is due within ten (10) calendar days of invoice date. Payments must be made by ACH or wire transfer to Consultant's designated account, although other methods may be accepted subject to processing charges. Past-due amounts accrue a five percent (5%) late charge on the outstanding balance, not to exceed the maximum permitted by law. Any disputes must be raised in writing within ten (6) calendar days of invoice receipt; undisputed amounts remain payable as due. All fees are non-refundable. Consultant may suspend services for non-payment, and Company shall reimburse Consultant for all reasonable costs of collection, including attorneys' fees.

4. Confidentiality

Each Party shall use the other's confidential information solely for performance under this Agreement, protect it with reasonable care, and limit disclosure to necessary recipients under obligations of confidentiality. Confidential information does not include information that is publicly available, independently developed, or rightfully obtained without restriction. Upon request or termination, confidential information must be returned or destroyed. This section survives for two (2) years.

5. Intellectual Property

Consultant retains ownership of all intellectual property, methods, and deliverables created in the course of performance. Subject to full payment, Consultant grants Company a limited, non-exclusive, royalty-free license to use deliverables internally for its business. Company's pre-existing intellectual property remains its property and is licensed to Consultant solely for performance of services.

6. Term and Termination

These Terms apply to all active SOWs. Either Party may terminate for convenience with fifteen (15) days' written notice. Either Party may terminate immediately for uncured material breach, insolvency, or legal or regulatory prohibition, subject to a fifteen (15) day cure period where applicable. Company remains responsible for all fees due through the termination date and for any wind-down costs identified in the SOW. Consultant may suspend services in cases of non-payment, legal risk, or security concerns.

7. Limitation of Liability

Consultant's aggregate liability for any claim arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by Company under the most recent invoice issued by Consultant for the applicable Agreement-Inclusive Deliverables (AID) immediately preceding the event giving rise to the claim. Neither Party shall be liable for indirect, incidental, consequential, punitive, or lost-profit damages.

8. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida. Any dispute shall be resolved by binding arbitration administered by JAMS in Orange County, Florida, before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. Each Party waives the right to a jury trial and the right to fully participate in any class or representative proceeding permitted by law.

9. Non-Solicitation

During the Term of this Agreement and for a period of two (2) years thereafter, Company shall not, directly or indirectly, solicit, recruit, hire, engage, contract with, or otherwise attempt to establish a business relationship with:

• (a) any current or former employee, contractor, or team member of Consultant who was involved in or connected to the services provided under this Agreement; and
• (b) any candidate, prospective hire, or individual introduced, presented, or referred to Company by Consultant, regardless of whether such individual is ultimately engaged or placed through Consultant.

This restriction applies whether such engagement is pursued directly by Company or indirectly through any affiliate, subsidiary, related party, or third party acting on its behalf.

In the event of a breach, Consultant shall have the right to pursue all available legal and equitable remedies, including injunctive relief and monetary damages. Any claim for damages shall be subject to a cap not to exceed the total fees paid by Company to Consultant in the most recent twenty-four (24) months preceding the breach.

10. Non-Circumvention

Company acknowledges that Consultant invests significant resources in sourcing, screening, and presenting qualified candidates. Accordingly, Company agrees not to circumvent or attempt to circumvent Consultant's services, processes, or fee structure.

Without limitation, Company shall not:

• (a) directly contact, communicate with, or solicit any candidate introduced by Consultant outside of Consultant's established process;
• (b) enter into any agreement, arrangement, or understanding with such candidate outside of Consultant; or
• (c) use Consultant's services, materials, or introductions for the purpose of independently recruiting or engaging candidates without Consultant's involvement.

In the event Company engages or attempts to engage any candidate introduced by Consultant in violation of this clause, Company agrees to pay Consultant a placement fee equal to the greater of:

• (i) the standard placement fee as defined in the applicable SOW; or
• (ii) three (3) times the applicable Setup Fee per candidate.

This obligation shall apply regardless of whether the engagement occurs during the Term of this Agreement or within twelve (12) months following the last introduction of the candidate by Consultant.

The parties agree that this provision is reasonable and necessary to protect Consultant's legitimate business interests.

For applicable fees related to candidate engagement and circumvention, refer to the Summary of Fees.

11. Force Majeure

Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, pandemics, labor disputes, or governmental actions. If such an event continues for more than ninety (90) days, either Party may terminate without further liability other than payment of fees due.

12. Website Updates and Notices

Consultant may amend these Terms and other governing policies upon fifteen (15) days' prior notice by email to Company and by posting the revised terms on its website. Continued use of services following the notice period constitutes acceptance. Company designates the email address provided in the Master Service Agreement as its official notice address. Notices sent to that address shall be deemed delivered whether or not accessed by Company.

13. Entire Agreement and Priority

These Terms, together with the executed MSA, executed SOWs, and governing policies, constitute the entire agreement between the Parties. In the event of conflict, priority shall be as follows: (a) the executed MSA; (b) any executed SOW; (c) these MSA Terms; (d) Scope of Work Terms; (e) other governing policies. No set-off or withholding payments by Company is permitted.

14. Severability, Waiver, and Electronic Signatures

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force. No waiver is effective unless in writing and signed by the waiving Party. Electronic signatures, including DocuSign, are binding.

15. Security and Privacy

Consultant maintains administrative, technical, and physical safeguards consistent with industry standards to protect its own systems and environments. Consultant's handling of personal information is further governed by its Privacy Policy available at https://vaworks.com/PrivacyPolicy

16. Data Security and Breach Disclaimer

Company provides and controls the virtual desktop environment through which Consultant's personnel access Company's systems and software. Consultant does not own, operate, or manage the virtual desktop environment. Consultant shall not be responsible or liable for any security incident, data breach, unauthorized access, or loss of data that occurs within or arises out of Company's virtual desktop, systems, platforms, or third-party software, regardless of whether such access is made using Consultant-owned computers. Company remains solely responsible for implementing and maintaining adequate security measures, malware protection, access controls, and insurance coverage for its virtual desktop, systems, applications, and data. In the event of a suspected or actual incident, Consultant will reasonably cooperate with Company in investigating and mitigating the issue; however, all liability and costs associated with remediation, damages, regulatory obligations, or insurance claims related to breaches of Company's virtual desktop or systems shall remain the sole responsibility of Company.

17. Marketing and Publicity

Consultant may reference Company as a client of Consultant for marketing and promotional purposes. Such references may include the use of Company's name, logo, and general description of services provided in Consultant's website, marketing materials, presentations, and other promotional content.

Consultant agrees that any such use shall:

• (a) not disclose any Confidential Information, as defined under this Agreement;
• (b) not misrepresent the nature of the relationship between the Parties; and
• (c) not constitute or imply endorsement, partnership, or testimonial by Company unless expressly agreed to in writing.

Company may revoke permission for the use of its name and logo upon written notice to Consultant. Upon receipt of such notice, Consultant will make commercially reasonable efforts to remove such references from future marketing materials within a reasonable timeframe.

18. Communications Consent

By providing contact information or otherwise engaging Consultant's services, Company consents to receive service-related communications from Consultant by SMS, email, and telephone, including calls made using automated technology. Message frequency may vary. Standard message, data, or carrier rates may apply. Company may opt out of SMS at any time by replying STOP, may unsubscribe from email by using the unsubscribe link provided, and may request to be removed from call lists by notifying Consultant directly. Requests for assistance may be made by replying HELP to SMS messages or by contacting Consultant through the channels listed in the Privacy Policy.