Term

The term of our Agreement shall commence on [date of signing] and last a minimum of three (3) months. After the initial commitment period, the Agreement can be terminated at will with a written notice of at least 30 days.

The Service

A. Dunzo agrees to provide Virtual Assistant Services (“Service”) performed by an Executive Assistant (“Assistant”) as detailed (but not limited to) the items below:

● General Admin (Draft Documents / Proofread / Research);
● Maintaining Calendar / Scheduling;
● Maintaining files / Assets / Data entry etc.;
● Managing Communications (Emails / Texts / Etc);
● Managing Meetings (Invite/ Prepare for / Document / Follow-up);
● Managing Social Media (Posts / Messages / Comments / Reviews);
● Optimizing Time - Personal Tasks (Shopping / Food Delivery / Travel);
● Optimizing Customer Experience (Gifts / Cards / Communication);
● Employee Appreciation (Organize Lunches / Gifts / Cards);
● Managing Finances (Expense Tracking / Bookkeeping / Payroll / Invoicing);
● Copywriting (Write or Edit Blog Posts / Emails / Newsletters)

B. The Client shall provide the Assistant with a “task”, clearly setting out the requirements and specifications of Service, including: a description of what work is to be done; dates by which it is requested to be completed; and any relevant materials or budget.

C. The Client acknowledges that the Assistant has the right to refuse to agree to accept or complete a task.

Availability

A. The Client will generally not control the time and manner of work that the Assistant undertakes. However, the Assistant agrees to be available for communication within a two hour window of time during the following time blocks: Mondays- Fridays from 8am-4pm in the Client’s residing time zone.

B. In the event of an emergency or other similar conflict pertaining to the Assistant, Dunzo will give the Client as much notice as possible if there is the possibility of interruption to the Service. Dunzo will assign tasks to be completed by a Team Lead or another Assistant as it is relevant and reasonable to do so.

C. Service will be unavailable on the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve, Christmas Day and New Years Eve.

Payment Amount

A. Prior to the start of the month, the Client will agree to a Package Level (total hours of Service).

B. Dunzo strives to provide each Assistant with a general understanding of how many hours they can expect to work each month.

C. After the Package hours have been used, there will be an option to add “Overage Hours” at a $45 an hour charge based on the availability and willingness of the Assistant.

D. The Client understands there will be no refund issued for unused hours nor will unused hours roll-over to be used the following month.

E. Package levels can be changed at any time with written notice prior to the start of the following month.

Payment Method

The Client will automatically be charged the Payment Amount of their upcoming Package Level on the first of each month. In addition to this, the Client will be charged Overage Hours from the previous month on or before the 5th of each month.

Payment Structure

A. The Assistant shall use a time clock when communicating with and performing Service for the Client.

B. The Assistant will notify the Client when approximately 25 percent of their Package Level time remains.

C. The Assistant will stay in communication with the Client about whether or not the Client would like to add additional hours at the Overage Hours rate.

Inspection of Services

If any Service performed by the Assistant pursuant to this Agreement is defective or incomplete, the Client shall have the right to notify Dunzo, at which time Dunzo shall promptly correct such work within a reasonable time.

Termination

This Agreement may be terminated in the event that there is a breach of the terms by either Party. The Client agrees to give one (1) month’s notice before termination. Dunzo may terminate Service at any time.

- Upon expiration or termination of this agreement, or at any other time upon the Client's written request, Dunzo shall promptly:

- Deliver to the Client all deliverables (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for the Assistant's use by the Client;

- Deliver to the Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on the Client's confidential or proprietary information, as discussed further elsewhere in this Agreement;

- Permanently erase all of the confidential or proprietary information from any of the Assistant's computer systems; and

- Certify in writing to the Client that Assistant has complied with the requirements of this clause.

Confidential or Proprietary Information

Dunzo acknowledges and agrees that Dunzo may receive confidential and/or proprietary information relating to Client's business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans, and/or technological resources. The confidential and/or proprietary information is significantly important to the Client's business and it has been developed or obtained over time, with significant resources involved. Dunzo understands and agrees that any unintended disclosure of any of the confidential and/or proprietary information would be significantly detrimental to the Client. As such, Dunzo agrees that they shall:

A. Not disclose the confidential and/or proprietary information by any means not authorized by the Client to any third parties;

B. Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client;

C. Not use the confidential and/or proprietary information for any purpose except those expressly authorized by the Client;

D. Inform Client immediately if Dunzo becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

Intellectual Property

Dunzo agrees that all inventions, trade secrets, confidential and/or proprietary information, and work-product conceived, created or developed by the Assistant which are related to the Client's actual business or research and development, or developed, made, or discovered by the Assistant in the course of the performance of the Assistant's duties for the Client are the property of the Client. Dunzo hereby assigns to the Client the entire right, title, and interest in and to any works created under this Agreement and in and to all proprietary rights therein or based thereon including without limitation any and all copyrights, patents, trademarks, or other intellectual property rights relating to all work.
Without limiting the foregoing, Dunzo agrees that all work which is protectable by copyright and may constitute "works-made-for-hire" pursuant to the United States Copyright Act of 1976, (17 U.S.C. Section 101) shall be deemed to be works-made-for-hire for the Client.

Warranties

Dunzo has exercised reasonable due diligence in screening and selecting Assistants. Dunzo cannot and does not guarantee that all work will be performed completely free of error.

Dunzo makes no warranty that:

A. Service will meet the Client's requirements;

B. The work will be error-free or comprehensive;

C. The Client Material and Confidential Information will be 100% secure against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, despite Dunzo taking appropriate technical and organizational measures intended to ensure such security; or

D. the quality of any work obtained by the Client through the Service will meet the Client's expectations.

Exclusivity

The Client acknowledges that:

A. Dunzo has made substantial investments in finding and choosing skilled individuals or entities and matching them with well suited business owners;

B. Dunzo has legitimate interest in protecting that investment;

C. The Client shall not without the prior written consent of Dunzo directly or indirectly solicit any Assistant to work for Client directly or indirectly in any engagement or business arrangement.

D. Should the Client wish to employ the Assistant on their own staff, the Client shall contact Dunzo to reach a buyout agreement.

E. Dunzo will take appropriate action if there is a failure to comply with these terms.

Security

Dunzo strongly recommends that the Client does not include details of any bank account, other financial accounts, payment card information or other sensitive material on an unsecured form.

No Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a continuing waiver, and no waiver shall be binding unless executed in writing by the Party making the waiver.

Indemnification

Dunzo and the Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.

Governing Law/Venue

This Agreement shall be governed by and shall be construed in accordance with the laws in the State of Montana. Parties agree to submit to the exclusive jurisdiction of the federal or state courts located in Gallatin County, Montana.

Severability

If any term, covenant, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties to its subject matter and supersedes all prior contemporaneous agreements, representations, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all Parties.

Force Majeure

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.