This Master Services Agreement ("Agreement") is between Virtually Helpful LLC ("Virtually Helpful") and the client ("Client") specified in the Service Order Form ("Order"). This Agreement governs their entire business relationship. The Parties acknowledge that this MSA governs and regulates all aspects of their business relationship. In consideration of the mutual promises and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Virtually Helpful LLC and Client, intending to be legally bound, agree as follows:
1. Services
Client hereby engages and Virtually Helpful hereby accepts such engagement, as an independent contractor, to provide specific services to Client under the terms and conditions outlined in this Agreement. Virtually Helpful shall deliver the agreed-upon services as specified in a mutually executed Order. Client represents, warrants, and covenants that the role(s) requested for placement by an individual selected by Client (“Candidate”) are lawful in the jurisdiction(s) of Client’s operations and will not infringe upon the privacy, contractual, statutory, or common law rights of any third party.
2. Service Scope Changes
Client acknowledges and agrees that any modification to the Services outlined in an Order shall be limited to a single instance. This modification must be formally requested in writing and is subject to approval by both Parties. Once the agreed-upon change has been implemented, no further alterations to the Service shall be permitted. This restriction is designed to ensure clarity, consistency, and effective service delivery.
3. Fees
In consideration of the Services provided, Client agrees to pay Virtually Helpful the applicable fees and costs (“Virtually Helpful Fees”) as specified in the corresponding Order(s). These fees shall be payable in accordance with the payment terms stipulated in each Order. Client agrees to be charged by Virtually Helpful for all fees as outlined in each Order.
4. Term and Renewal
This Agreement shall take effect upon the execution of the first Order and shall remain in force for an initial term of twelve (12) months. Thereafter, the Agreement will automatically renew for successive twelve (12)-month terms unless terminated by Client with at least ninety (90) days' written notice prior to the end of the current term.
5. Termination
A "Material Breach" is defined as a significant failure to perform under the terms of this Agreement, undermining the engagement's purpose and depriving the non-breaching party of expected benefits. In the event of a Material Breach by Client, including but not limited to non-payment or unauthorized/illegal use of services, Virtually Helpful reserves the right to seek all available legal and equitable remedies. These remedies may include service suspension, contract termination, and legal action to recover outstanding payments, including associated costs and attorney fees. Additionally, Virtually Helpful may collect due fees by charging Client’s authorized payment methods on file.
Upon termination, Virtually Helpful reserves the right to immediately cancel any corresponding Order. If Client, for any reason, directly contacts a Candidate for employment outside the terms of this Agreement, Virtually Helpful may terminate this Agreement without notice, and Client shall be obligated to pay the applicable headhunter fee. Termination of the Agreement shall not relieve Client of its obligation to pay any fees accrued before the termination date.
6. Confidentiality
Virtually Helpful conducts its searches with professionalism and discretion. Confidential information disclosed to Virtually Helpful is essential in identifying the best possible Candidate. Virtually Helpful respects this information and requires Client to treat all candidate-related and proprietary information provided by or on behalf of Virtually Helpful as Confidential Information. Confidential Information includes, but is not limited to, candidate’s job descriptions, compensation details, payment terms, fees, and any proprietary insights shared as part of Virtually Helpful’s expertise.
Both Parties agree to implement commercially reasonable security measures to safeguard the confidentiality of shared information. Any unauthorized disclosure of such information shall constitute a Material Breach and a violation of the confidentiality obligations under this Agreement.
These confidentiality obligations shall remain in effect for the duration of this Agreement and for two years following its termination.
7. Equitable Relief
If the Client breaches the Agreement, Virtually Helpful may seek an injunction or other equitable relief in addition to other remedies, without needing to show actual damages or post a bond.
8. Indemnification and Liability
Client agrees to defend, indemnify, and hold harmless Virtually Helpful, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind (including reasonable attorneys’ fees) arising from, resulting from, or in connection with Client’s conduct concerning a Candidate, the Candidate’s performance, or any claims, disputes, or complaints related to Client’s treatment of a Candidate and/or the Candidate’s work product. Additionally, Client shall be solely responsible for all taxes, fees, and licenses required for the employment or engagement of the Candidate.
9. Agreement Effectiveness
This Agreement is effective upon execution by both parties and remains valid until terminated.
10. Survival of Obligations
Notwithstanding the termination of this Agreement, Client’s obligations regarding (i) payment to Virtually Helpful for services rendered, (ii) confidentiality, and (iii) indemnification of Virtually Helpful, as set forth in this Agreement, shall survive the termination of this Agreement.
11. Agreement Amendment
No amendment, modification, or variation of this Agreement shall be valid unless mutually agreed upon in writing by both Parties.
12. Applicable Law and Jurisdiction
This Agreement and any disputes, claims, or matters arising out of or relating to it—whether based on contract, tort, statute, or otherwise—shall be governed by and construed in accordance with the laws of the State of Florida (including its statutes of limitations), without regard to any conflict of law principles that would apply the laws of another jurisdiction. Any legal action or proceeding to enforce this Agreement shall be brought exclusively in the courts of Miami-Dade County, Florida. The Parties irrevocably submit to the exclusive jurisdiction of these courts and waive any objection to venue or claims of an inconvenient forum.
13. Entire Agreement
This Agreement, including all addendums hereto, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral. If any provision of this Agreement is deemed invalid, illegal, or unenforceable in any jurisdiction, such determination shall not affect the validity, legality, or enforceability of the remaining provisions, nor shall it render the provision unenforceable in any other jurisdiction. This Agreement may be executed in multiple counterparts and via electronic or facsimile signatures, each of which shall be considered an original and collectively constitute a single binding instrument.
14. No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
15. Limitation of Liability
THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CLIENT’S USE OF THE SERVICES.
Notwithstanding any instructions, deadlines, or circumstances provided by Client, Virtually Helpful shall not be held liable, under any legal theory, in the event it is unable to source and place a Candidate with Client.