Services Agreement

Updated: January 17, 2025

 

Benoit & Associates, LLC (B&A)
Woodbridge, VA, USA
hb@benoit.associates

 

Please review these terms and conditions carefully.

This Services Agreement (the “Agreement”) is a legally binding contract between Benoit & Associates, LLC (“B&A”, “we”, “us”, and/or “our”) and you (“Client”, “you”, and/or “your”) governing your use and access to our services (“Services”). B&A and Client are hereinafter referred to from time to time individually as “Party” and collectively as “Parties.”

 

1. Definitions
1.1 Agreement: This Services Agreement.
1.2 Confidential Information: Any non-public information disclosed by one Party to the other that is marked as confidential or that a reasonable person would understand to be confidential.
1.3 Services: Administrative assistance, project support, and related professional services offered by B&A as agreed upon by the Parties.
1.4 Term: The duration of this Agreement, as specified in Section 8.

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2. Services Provided by B&A
2.1 Scope of Services: B&A provides executive assistance, administrative support, and project coordination services tailored to the Client’s needs. The exact scope of services will be outlined in a written agreement, proposal, or invoice accepted by both Parties.

2.2 Independent Contractors: B&A may, at its discretion, hire independent contractors to assist with large projects. These contractors will be bound by confidentiality agreements and managed by B&A.

2.3 Confidentiality: B&A will not disclose Client’s confidential information to any third party except as necessary to perform the agreed-upon Services or as required by law.

 

3. Client Responsibilities
3.1 Cooperation: Client agrees to provide timely access to necessary information, documents, and accounts (e.g., calendars, email systems) to enable B&A to deliver the Services effectively.

3.2 Accuracy of Information: Client is responsible for ensuring all information provided to B&A is accurate, complete, and up-to-date.

3.3 Account Access: By granting B&A access to Client’s systems, platforms, or tools, Client acknowledges and accepts any associated risks, including unauthorized use by third parties.

 

4. Payment Terms
4.1 Fees: Fees for Services will be detailed in the agreement, proposal, or invoice provided to Client. Payment is required in advance unless otherwise agreed in writing.

4.2 Invoices and Payments: Payments are due upon receipt of the invoice. Unpaid invoices may be subject to a late fee of 1.5% per month or the maximum permitted by law.

4.3 Refund Policy: Deposits are non-refundable. If B&A is unable to complete the Services for any reason, a pro-rated refund may be issued at B&A’s discretion.

4.4 Taxes: Client is responsible for any applicable taxes, fees, or charges, except those based on B&A’s income.

 

5. Confidentiality and Data Protection
5.1 Protection of Information: Both Parties agree to protect each other’s Confidential Information using commercially reasonable measures.

5.2 Privacy Compliance: B&A complies with all applicable privacy laws and protects Client’s data in accordance with its Privacy Policy.

5.3 Data Retention: B&A will retain Client information only as long as necessary to provide Services, fulfill legal obligations, or resolve disputes.

 

6. Limitations of Liability
6.1 Disclaimer: B&A makes no guarantees regarding the success or outcomes of its Services. Client acknowledges that the quality of work depends on their own cooperation and direction.

6.2 Limitation of Liability: To the fullest extent permitted by law, B&A’s liability for any claims arising out of this Agreement will not exceed the total fees paid by Client in the preceding 12 months.

6.3 Indemnification: Client agrees to indemnify and hold harmless B&A against any claims, damages, or losses arising from their own negligence, misuse of Services, or breach of this Agreement.

 

7. Term and Termination
7.1 Term: This Agreement will remain in effect until the completion of the Services or until terminated by either Party.

7.2 Termination by Client: Client may terminate this Agreement at any time with written notice. If notice is provided mid-project, Client will be charged for any work completed up to the termination date.

7.3 Termination by B&A: B&A reserves the right to terminate this Agreement if Client breaches any of its terms or fails to cooperate.

 

8. General Terms
8.1 Independent Contractor: B&A operates as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship between the Parties.

8.2 Governing Law: This Agreement will be governed by the laws of the State of Virginia, without regard to its conflict-of-laws principles.

8.3 Force Majeure: Neither Party will be held liable for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, acts of government, or internet outages.

8.4 Entire Agreement: This Agreement represents the entire understanding between the Parties and supersedes all prior agreements or understandings.

8.5 Modifications: This Agreement may only be amended in writing, signed by both Parties.

 

9. Dispute Resolution
9.1 Good Faith Negotiation: In the event of a dispute, the Parties agree to attempt to resolve the matter amicably through good-faith negotiations.

9.2 Arbitration: If a resolution cannot be reached, the Parties agree to resolve disputes through binding arbitration in Virginia.

 

10. Contact Information
For questions or concerns regarding this Agreement, please contact:

Benoit & Associates, LLC
hb@benoit.associates