Virtual Assistant NDA

SYSTEMS ACCESS AND CREDENTIAL MANAGEMENT. A. Access Grant. Client grants VA a limited, non-exclusive, non-transferable right to access and use the Client systems, platforms, and accounts identified in Exhibit B ("Authorized Systems") solely for the purpose of performing the Services during the term of this Agreement. VA shall not access any Client system not listed in Exhibit B without prior written Client approval. B. Scope of Use. VA shall use Client's Authorized Systems solely for tasks within the scope of work. VA shall not: (i) Access, copy, download, or transmit any Client data except as strictly necessary to perform the Services; (ii) Use Client's systems, accounts, or credentials for any personal purpose or for the benefit of any third party; (iii) Grant, share, or disclose Client credentials to any other person or entity without Client's prior written consent; or (iv) Retain access to Client systems or credentials after termination of this Agreement. C. Credential Management — Mandatory Use of Client's Vault. VA shall store and manage all Client credentials (including usernames, passwords, API keys, access tokens, MFA codes, and security questions) solely within the credential management system or password vault designated by Client in writing ("Client's Designated Vault"). If Client has not designated a vault, VA shall use 1Password or another industry-standard encrypted password manager approved in writing by Client. D. Prohibition on Personal Vaults. VA shall not store Client credentials in VA's personal password manager, browser autofill, unencrypted files, personal cloud storage, or any system not explicitly authorized by Client under subsection (C). Violation of this prohibition is grounds for immediate termination and may subject VA to civil and criminal liability under 18 U.S.C. § 1030 (Computer Fraud and Abuse Act). E. Quarterly Credential Audit. Every 365 days, VA shall provide Client with a written credential audit listing: (i) All Client credentials currently stored by VA; (ii) The location where each credential is stored (confirming compliance with subsection C); (iii) The date each credential was last accessed by VA; and (iv) Any credentials that VA recommends for rotation or revocation. Client may request an unscheduled audit at any time upon reasonable notice. F. Credential Deletion Upon Termination. Within 24 hours of the effective date of termination of this Agreement (for any reason), VA shall: (i) Delete and permanently remove all Client credentials from all systems under VA's control, including VA's Designated Vault (if used), personal devices, backups, and cloud storage; (ii) Provide Client with a written certification, signed under penalty of perjury, stating that all Client credentials have been deleted, identifying the systems from which credentials were deleted, and confirming that VA no longer has access to any Client Authorized Systems; and (iii) Immediately cease all access to Client's Authorized Systems and refrain from any attempt to access such systems. G. Post-Termination Access — Criminal Liability. VA acknowledges that any access to Client's systems or use of Client's credentials after termination of this Agreement, or after Client revokes access, constitutes unauthorized access under 18 U.S.C. § 1030 and applicable state computer crime laws, and may subject VA to criminal prosecution and civil liability.

1. PROHIBITION ON SUBCONTRACTING. VA shall personally perform all Services and shall not subcontract, delegate, assign, or otherwise transfer any obligation under this Agreement to any third party — including but not limited to friends, family members, employees, other contractors, AI platforms acting as autonomous agents, or staffing agencies — without Client's prior written consent, which Client may withhold in its sole discretion. 2. NO ASSIGNMENT. VA shall not assign this Agreement or any rights hereunder without Client's prior written consent. Any purported assignment or delegation in violation of this Section is void ab initio. 3. CONDITIONS FOR APPROVED SUBCONTRACTORS. If Client consents in writing to the use of a specific subcontractor, the following conditions apply: (a) VA shall enter into a written agreement with the approved subcontractor that imposes obligations at least as protective of Client as those in this Agreement, including confidentiality, data security, credential management, and IP assignment obligations; (b) VA remains fully liable to Client for the performance, acts, and omissions of the approved subcontractor as if VA had performed the work directly; (c) The approved subcontractor shall have no direct contractual relationship with Client and shall have no right to contact Client directly unless VA and Client agree otherwise in writing; (d) Client's approval of a specific subcontractor does not constitute approval of any other subcontractor or a general waiver of this prohibition. 4. AI TOOL NOTICE. VA shall notify Client in writing before using any AI-powered tool that processes Client Confidential Information, including content-generation, transcription, summarization, or automation tools, as use of such tools may implicate Client's data-security obligations to third parties. Such notification does not require Client approval unless the tool involves transmitting identifiable Client data to a third-party service.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

6.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 6.2 M&A Exception. Notwithstanding Section 6.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 6.3 Void Assignment. Any purported assignment in violation of this Section is void. 6.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

7.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 7.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 7.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 7.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

9.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 9.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 9.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 9.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

10.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 10.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 10.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

11.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 11.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

This Agreement is entered into for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or will create any rights, remedies, or obligations in or for any third party, including any employee, subcontractor, customer, or affiliate of either Party.