I, Sherrie Williams agree to support (CLIENT) with Operations Management and Business Administration Support as outlined below. 

In this Agreement, the party who is contracting to receive the services shall be referred to as the “Client” and the party who will be providing the services shall be referred to as the “Service Provider”.

1. DESCRIPTION OF SERVICES. Service Provider will provide administrative support and operations management services of varying tasks per client’s individuals needs (collectively, the “Services”). 

2. SERVICE LOCATION. The Service to be provided under this Agreement shall be performed at the Service Provider’s place of business. (i.e. Home Office)

3. SCHEDULE AND DAYS OFF. Service Provider is generally available to provide Services Monday – Friday excluding national holidays. Service Provider will let Client know in advance of any scheduled vacation days where there will be no availability, and agrees to let client know if an illness or emergency makes them unavailable as soon as possible. 

4. PAYMENT FOR SERVICES.

A retainer invoice will be sent on the 1st of each month as Prepayment for services rendered in that calendar month. Excess VA support hours will be added to the following month's invoice.

Due to the nature of retainers' hours can vary month to month, there is no minimum commitment of service providers' time, however, each level includes a maximum number of VA support hours. Client will pay compensation to Service Provider for those excess VA support services on a per-hour basis (rate of $65 per hour). This compensation shall be payable and due upon receipt of invoice. 

Client commits to a minimum of 3 months of service without any reduction in hours or cancelation. After those 3 months, should the Client decide that the current retainer commitment is no longer fitting their needs they must provide the service provider 30 days advance written notice of their request to reduce hours or cancel. 

After the initial 90 days retainer commitments are re-evaluated every 6 months to ensure the client is at the appropriate retainer level. Metrics used to determine this level include but are not limited to hands-on project time logged by the service provider and team, the need for real-time support via phone, text, email, or voice memo; And the time required of the service provider to oversee projects and outside contractors. 

5. Time Tracking. As a COO it is not always easy to track every piece of support I offer my clients. I am stepping in as a member of your team to run your business and hold space for its future growth. I do however do my best to track hours through a separate time clock system. I generally bulk tasks together and work on one client at a time. I do my best to make notes about individual tasks in the time description. Some time commitments will not be logged such as text and phone support outside working hours.  The purpose of time tracking is to evaluate the investment of the service provider and determine if the retainer is fitting to the scope of work asked. As well as to help you audit how long specific projects in your business are consuming your resources. If you would like a copy of this report I am happy to provide it upon request, but note that my retainer includes more than just the hands-on tasks trackable by hours, and therefore the report of time may vary from month to month.

5. TERM/TERMINATION. Client is committing to a minimum of 3 months of support. After that either party may terminate this agreement upon 30 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of this Agreement by the other party. Upon Termination, Service Provider shall invoice Client for any payment due, and payment will be due immediately upon receipt.

6. NON-DISCLOSURE AND NON-SOLICITATION. Service Provider shall not directly or indirectly disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. 

7. RELATIONSHIP OF PARTIES. It is understood by the parties that Service Provider is an independent contractor with respect to the Client and not an employee of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Service Provider.

8. WORK PRODUCT OWNERSHIP. Any works copyrighted, ideas, discoveries, inventions, patents, products, or other information (collectively, the “Work Product”) developed in whole or in part in Service Provider in connection with the Services shall be the exclusive property of the Client. Upon request, Service Provider shall sign all documents necessary to confirm or perfect the exclusive ownership of the Client to the Work Product.

9. LIABILITY. Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.

10. CONFIDENTIALITY. Service Provider will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Service Provider, or divulge, disclose or communicate in any manner any information that is proprietary to the Client. Service Provider will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Service Provider will return to Client all records, and any items that used, created, or controlled by Service Provider during the term of this Agreement with the exception of items purchased by Service Provider and not reimbursed by the Client.

11. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.