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TKO STATEMENT OF WORK

This Statement of Work (“SOW”) describes the relationship between Customer and Turn Key Ops (“TKO”) and shall be governed by the terms and conditions of the Master Services Agreement (“Agreement”) also attached. The services covered in this SOW are hourly Virtual Assistants (“VAs”).

The SOW expiration is relevant to pricing but does not lock Customer in to pay TKO unless TKO provides VAs that Customer utilizes. If Customer terminates a VA, they are not required to pay TKO in an ongoing manner if no VAs are placed on their project.

Prices may be raised after the expiration of this contract. If prices are raised, the VA will receive 100% of the price increase. This will be discussed with Customer and will only occur if Customer is satisfied with the particular VA’s performance.

An additional SOW titled “Virtual Assistant Statement of Work” will be sent to Customer whenever Customer adds a new group of VAs.

SECTION ONE
IN-SCOPE/DELIVERABLES

Section 1.01 Setup

TKO will be responsible for:

    • – Identifying issues in Customer’s workflow and where VAs can assist Customer’s needs.
    • – Present VA candidates to Customer as requested.
 

Customer is responsible for having the following ready and/or shared with TKO by “go-live”:

  • – Advise TKO on whether TKO will supply phone license or not for VAs.
  • – Provide clarification on whether VAs will work in Customer’s system or not.
  • – Share proper logins any relevant systems necessary for TKO VAs to succeed.
  • – Provide licenses to any software necessary for TKO VAs to succeed.
    • Adobe Acrobat
    • Microsoft office products
    • Case management/CRM license
    • Phone line
    • Emails

Section 1.02 TKO & Customer Ongoing Relationship

Scope of VA Hourly Work:

TKO will be responsible for:

    • – Handling VA compensation.
    • – Replace or remove VAs if Customer is unsatisfied with the work.
    • – Supply VAs to Customer as requested.

Customer is required to:

  • – Sign additional SOW whenever adding new TKO VAs to their account.
  • – Ensuring VA has clear tasks when brought on with a direct supervisor to report to.
  • – Hire TKO hourly independent contractors for a minimum of 35 hours per week and a maximum of 47.5 hours per week.
  • – Request VAs by sending the following information to TKO
    • Task needed to delegate
    • Schedule requested from VA
    • Languages required from VAs
    • Go-live date for VA
  • – Customer may terminate VAs placed on Customer’s project at any time. TKO requests 7 days notice before removing them from a Customer’s project unless they are needed to be urgently removed. If they are terminated, Customer is not responsible for ongoing payment of VA after their last day. If Customer terminates a VA, they will be credited for unused hours towards the next VA they hire.

Section 1.03 Training

TKO will :

    • – Provide basic training to VA assigned to task on how to accomplish that task if TKO has had VAs perform that task in the past.
    • – If Customer requests VAs accomplish a task that TKO has not had experience with, Customer will assist TKO VA in such training.
 

Customer responsible for:

  • – Creating list of approved Customer employees for training for each task required of TKO VAs.
  • – Provide 1 “point person” who will be the main point of contact for the implementation of VAs per department.
  • – Ensure approved Customer employees are available for training during designated training windows.
  • – Request VAs by sending the following information to TKO
  • – Training TKO VAs on Customer’s unique system and processes.
  • – Showing up on “go-live” meeting ready to train and onboard TKO VAs.

SECTION TWO
ASSUMPTIONS

The following Assumptions apply to the scope of this SOW:

      • The Master Services Agreement governs all aspects of this SOW unless otherwise stated.
      • The Customer will not use VA for personal or non-business-related tasks.
      • VAs placed with Customer are independent freelance contractors.
      • If Customer does not pay invoice within 30 days of due date, TKO may pull VAs from Customer’s organization.

SECTION THREE
BILLING & HOURLY VA PRICING

Section 3.01 Billing

      • Our preferred payment method is bank transfer via QuickBooks. We also accept credit card payments.
      • Credit card payments require a 4% surcharge.
      • Customer will need to prepay on the first of the month for the next month’s projected cost of TKO services.
      • If VAs are added in between billing cycles, TKO may choose to bill customer immediately for that additional VA(s) on a pro-rated basis for the rest of the hours in that month Customer requires OR TKO may “true-up” Customer’s bill on the following bill cycle.
      • Customer will receive an invoice within the first five days of the month to the email on your account.
      • Customer will have a $200 late fee if payment is not received within 10 business days.
      • Customer will be responsible for VA hours starting with the go-live meeting where VAs are introduced to Customer.
      • VA Hours will be determined based on time tracked within the Time Doctor performance tracking app. 
      • Any relevant software required for customer tasks such as Microsoft word, Adobe acrobat, paid for by TKO will be added as an expense to Customer’s account if required by TKO VAs to accomplish Customer’s needs.
      • Customer is responsible for paying for VAs starting with the “Go-Live” date.
      • VA Buy-Out: If Customer would like to hire their VA directly, they may do so with a one-time buy-out of $20,000 paid to Turn Key Ops 

Section 3.02 Types of VAs

SECTION FOUR
GENERAL TERMS & CONDITIONS

Customer Location:

    • – The work described in this SOW will be accomplished remotely.

 

Effective Dates & Expiration:

  • – The terms of this SOW expire 6 Months after signing. The terms of this agreement expire after 6 months and will require a new, updated SOW.

Affiliate Profit Share:

  • – If you were referred to TKO via an affiliate of TKO, TKO reserves the right to share TKO profits with such Affiliate.This will not affect your price you pay.
Category/Individual
VA Admin
VA Admin Manager/Implementer
Spanish Speaking VA

Master Services Agreement

This Master Services Agreement (“Agreement”) dated ________________ is entered into between Turn Key Operations, 425 Fayette Street, PO box 960, Conshohocken, PA 19428 (“TKO”)_________________ (“Customer”). This Agreement describes the terms and conditions under which TKO will perform services for Customer. This Agreement supersedes preprinted terms on any Customer generated order and all prior written and oral understandings between TKO and Customer regarding the subject matter hereof.

ARTICLE ONE : Statements of Work

Each individual work engagement performed under this Agreement will be defined by a Statement of Work (“SOW”). Each SOW together with the terms of this Agreement constitutes a separate contract that will be effective upon execution by authorized representatives of TKO and Customer. Except for Special Terms as defined in the SOW, this Agreement will take precedence in the event of a conflict between the terms of Agreement and the SOW.

ARTICLE TWO : Changes or Modifications

This Agreement or any corresponding SOW may only be modified by a written, mutually agreed upon document indicated by the signature of an authorized representative of TKO and Customer, hereinafter referred to as a “Change Order.” The term written document may include, but not limited to, any electronic mail transmission, email, or other communication by a representative of TKO or Customer acknowledged by either party. A change order proposal will be considered rejected if Customer does not respond to the proposal within five (5) business days.

ARTICLE THREE : Delays

For fixed price SOWs, Customer will not be responsible for payment of additional fees resulting from circumstances within TKO’s control. If any phase of a SOW is delayed or if additional TKO VAs are required because a project dependency as is defined in the SOW is not met, such event will constitute a change and Customer will compensate TKO for the additional TKO VAs and/or time. The calculation for such additional compensation will be based on a prorated portion of the current fixed price, or for Time and Materials engagements, the then current hourly billing rates.

ARTICLE FOUR : Cancellation and Rescheduling Policy

Customer will be responsible for all nonrefundable expenses that are incurred by TKO as a result of the cancellation or rescheduling of any Services. In the event that Customer provides less than 5 business days written notice of its intent to cancel or reschedule any Services, Customer may be invoiced for any costs TKO must endure as a result of this cancellation.

ARTICLE FIVE : Hours

Services may be performed by VAs by the request of Customer at any time. TKO owners will respond to non-emergency questions between 9-5.

ARTICLE SIX : Publicity and Marketing

Neither party shall use any name, trademark or service mark of the other party for any purpose without the other Party’s prior written consent in each instance.

ARTICLE SEVEN : Miscellaneous Provisions

Section 7.01 Independent Contractor Agreement.

Nothing in this Agreement creates an employer-employee, joint-venture, or partnership relationship between TKO and Customer. Customer may not take any position contrary to TKO’s status as an independent contractor. Customer has no authority to act as an agent of TKO or for or on behalf of TKO in any capacity whatsoever or to assume or create any obligation of any kind—express or implied—on behalf of TKO. Customer accepts the responsibility placed on an independent contractor by federal and state laws and regulations and other applicable rules and regulations. Customer shall provide evidence to TKO of fulfillment of those laws, rules, and regulations if requested.

TKO is solely acting as an independent contractor for Customer, except in the cases where TKO and Customer have agreed separately in writing that TKO will act as an agent for indicated purposes.

Section 7.02 Survival.

All provisions herein that are intended to survive this Agreement, shall survive the termination of this Agreement or the end of the SOW, to the fullest extent permitted by law.

Section 7.03 Compliance.

Each Party will comply with all Laws and regulations that are relevant to this Agreement.

Section 7.04 Agreement in Parts.

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute the same instrument. It may be executed by physical or electronic means, including via the execution of, or a single Party’s consent to, a so-called “digital clock through” version.

Section 7.05 Execution of this Agreement

In the event that any signature is delivered by facsimile transmission or by email delivery of a PDF format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as “wet signatures” on paper documents.

Section 7.06 Entire Agreement.

This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement’s subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties—both written and oral—with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements contained in this Agreement and no others.

Section 7.07 No Presumption against Drafting Party.

This Agreement is to be construed without giving force to any presumption or rule requiring construction or interpretation against the drafting party.

ARTICLE EIGHT : Confidentiality

Section 8.01 Disclosures.

During the performance of Services under this Agreement it may be necessary for one party to disclose to the other certain information considered proprietary or confidential by the disclosing party. TKO and Customer, their successors, assigns, officers, directors, employees and agents agree that each party shall maintain confidentiality of all such confidential information, and without obtaining the prior written consent of the other Party, it shall not disclose any such confidential information to any third parties except for any information that:

  • – Is in the public domain (other than through the receiving Party’s unauthorized disclosure); or
  • – Is required to be disclosed pursuant to any applicable laws, legal proceedings, or regulations or orders of government authorities.

Section 8.02 Insurance.

TKO has taken reasonable efforts to insure itself and Customer against any breaches of confidentiality and data breach scenarios. TKO warrants that it performs adequate KYC checks with any employees, independent contractors, or subcontractors of TKO, and will, in its discretion, ensure the proper non-disclosure agreements are in place with said employees, independent contractors, or subcontractors, as deemed necessary by TKO.

Each party should maintain its own insurance policy to protect itself against a breach of confidential or proprietary information and TKO advises that Customer maintain and audit its security systems to protect itself from such a breach of information. By executing this Agreement, Customer indemnifies TKO from any such breach described in this section.

Section 8.03 VA Confidentiality

All TKO VAs are willing to sign NDA from Customer for any of Customer’s confidential work.

ARTICLE NINE : Warranty

Each party hereby represents and warrants: (a) that it has full power and authority to enter into this Agreement and to perform its duties hereunder; (b) that the execution and delivery of this Agreement and the performance of its duties hereunder shall not result in a breach of, or constitute a default under, any agreement or understanding, whether oral or written, to which it is a party or by which it may be bound; and (c) that this Agreement represents a valid and legally binding obligation on TKO and is enforceable against it in accordance with the terms.

TKO represents and warrants that each of its personnel has the requisite experience and education to perform the Services, that all such Services will be performed in a thorough and professional manner in conformance with all applicable professional standards.

TKO warrants that the Services will conform materially to the specifications set out in the applicable SOW, at the time of acceptance and for a period of ninety (90) days “Warranty Period.” TKO will correct any Services not in conformance with the SOW specifications provided that Customer notifies TKO in writing within the Warranty Period. This warranty shall be Customer’s exclusive remedy for any claims regarding defects in the Services.

TKO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. TKO DISCLAIMS ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR NON-INFRINGEMENT. THESE DISCLAIMERS WILL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

ARTICLE TEN : Indemnification

Section 10.01 Indemnification by TKO.

TKO will indemnify, defend, and hold harmless Customer, its officers, employees and agents, from and against any and all losses, costs, liabilities, damages, and/or expenses (including, without limitation, reasonable attorneys’ fees and expert witness fees) in connection with any claim, suit, action, judgment or other proceeding brought against Customer, its officers, employees and agents, to the extend based on or arising from (i) any physical injury, property damages or damage to Customer or any third party resulting from TKO’s gross negligence or willful misconduct or (ii) Customer’s use of the Services infringe on any U.S. Patent, copyright or trade secret of any third party.

Section 10.02 Indemnification by Customer.

Customer will indemnify, defend, and hold harmless TKO from and against any and all losses, costs, liabilities, damages, and/or expenses (including, without limitation, reasonable attorneys’ fees and expert witness fees) in connection with any claim, suit, action, judgment, or other proceeding brought against TKO by a third party to the extend based on or arising from (i) any breach of the Customer’s representations and warranties herein, (ii) physical injury or property damage occasioned by the Customer’s gross negligence or willful misconduct, or (iii) any act or omission by TKO personnel (including TKO employees and independent contractors) over whom the Customer exercised substantial control or supervision.

Section 10.03 Mutual Actions

A party’s obligation to indemnify the other shall be conditioned upon the party seeking indemnification (the indemnified Party) (i) providing the other party (the indemnifying party) with prompt written notice of any event giving rise to a claim of indemnification (ii) permitting the indemnifying party to assume and control the defense of such action, with counsel chosen by the Indemnifying Party, and (iii) cooperating at the Indemnifying Party’s request and expense with the defense or settlement of such claim. No Indemnified Party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the Indemnifying party without prior written consent of the Indemnifying Party.

ARTICLE ELEVEN : Limitation of Liability

Neither party, nor any of its affiliates, supplies, or contractors will be liable for indirect, special, incidental, lost profits, business interruptions, loss of business information or consequential damages, of any kind even if advised of the possibility of such damages or such damages were reasonably foreseeable.

With the exception of a breach of confidentiality obligations under Section 8 or indemnification obligations under Section 11, each party’s maximum liability to the other for all damages, including costs and expenses, is limited to the amount of Fees for Services pain to TKO under the applicable SOW.

ARTICLE TWELVE : Insurance

TKO shall affect and maintain insurance in the amounts and types as follows during the term of this Agreement with its current insurance company(ies):

      • BUSINESS LIABILITY LIMIT:
        • – $1,000,000
        FAILSAFE TECHNOLOGY WRONGFUL ACT LIMIT
        • – $1,000,000

ARTICLE THIRTEEN : Termination

Either party may terminate this Agreement with thirty (30) day’s written notice to the other party without cause, or immediately with Reasonable Cause. Reasonable cause includes, but is not limited to, a material breach of the contract, or a failure to pay undisputed invoices for services rendered within forty-five (45) days of receipt. Upon termination for any reason, TKO shall be paid all fees earned to the point of termination and all Expenses incurred to such date. Any terms of this Agreement incorporated by reference into any SOW will continue in effect unless the SOW itself is terminated or expired.

ARTICLE FOURTEEN : Independent Contractor

TKO is an independent contractor. Customer will have no responsibility to provide fringe benefits or to withhold taxes normally withheld from an employee’s pay on behalf of TKO’s employees or agents.

ARTICLE FIFTEEN : Solicitation of Employees

Unless otherwise approved in writing, for the term of any SOW and twelve (12) months beyond, neither party will solicit directly or indirectly any VA, employee or agent of the other party or contract with, either individually or through a third party, any employee or agent of the other party, unless and until the party soliciting employment pays to the employer, as liquidated damages and not as a penalty, an amount equal to the aggregate pay and wages (including bonuses) paid by the employer or any of its affiliates to such employee during the twelve (12) months prior to the date such employee is employed by the soliciting party. If the TKO VA, employee or agent is hired with approval from TKO, the Customer agrees to pay an appropriate fee agreed by both parties to TKO as liquidation fee.

ARTICLE SIXTEEN : Taxes

Fees and expenses under this Agreement are exclusive of all taxes including state and local use, sales, property and similar taxes. Customer agrees to pay any such applicable taxes.

ARTICLE SEVENTEEN : Assignment

Neither party may assign its rights and/or obligation under this Agreement without the other party’s prior written consent.

ARTICLE EIGHTEEN : Waiver

Either party’s failure to insist on the strict performance of any term of this Agreement or failure to take advantage of any of its rights hereunder will not operate to excuse performance or waive any such right at any future time.

ARTICLE NINETEEN : Severability of Terms

If any provision of this Agreement or any SOW is held invalid or unenforceable, the remaining provisions will not be affected. In such event, the invalid or unenforceable provision will be replaced by a mutually acceptable provision that comes closest to the original intent of the parties.

ARTICLE TWENTY : Force Majeure

Neither party shall be responsible for failure to perform in a timely manner under this Agreement when its failure results from any of the following causes: acts of God or public enemies, terrorism, civil war, pandemic (virus/bacteria), epidemic (virus/bacteria), insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor trouble or work interruption or any cause beyond its reasonable control.

ARTICLE TWENTY-ONE : Governing Law

This Agreement is governed, construed, and administered according to the laws of the State of Pennsylvania and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule that would cause the application of the law of any jurisdiction other than those of the State of Pennsylvania.

ARTICLE TWENTY-TWO : Mutual Agreement to Arbitrate

TKO and Customer acknowledge that differences may arise out of the scope of work herein agreed upon or one party may wish to terminate this Agreement. In recognition of the fact that resolution of any differences in the courts is rarely timely or cost effective for either party, TKO and Customer have entered into this mutual agreement to arbitrate in order to establish and gain the benefits of a speedy, impartial, and cost-effective dispute resolution procedure. Each party’s promise to resolve Claims (as defined below) by arbitration in accordance with this Agreement rather than through the courts is consideration for the other party’s like promise. The parties agree that any references in this mutual agreement to arbitrate to TKO also refers to all subsidiary and affiliated entities, all benefit plans, the benefit plans’ sponsors, fiduciaries, administrators, affiliates, and any of their agents, employees, successors, and assigns.

Section 22.01 Agreement to Arbitrate.

Except as otherwise provided in this Agreement, TKO and Customer consent to arbitrate any and all claims or controversies from this Agreement for which a court otherwise would be authorized by law to grant relief. These claims or controversies (Claim, collectively Claims) arise out of, relate to, or associate with this Agreement. The Claims covered by this Agreement include:

    • – Claims for breach of any contract or covenant, express or implied, except as excluded by the following paragraph;
    • – Tort claims, except as excluded by the following paragraph;
    • – Claims for violation of any federal, state, or other governmental constitution, statute, ordinance or regulation.

Section 22.02 Claims Not Covered by This Agreement.

This Agreement does not apply to or cover:

    • – Claims for injunctive and other equitable relief for unfair competition, breaches of covenants not to compete or solicit, and the use or unauthorized disclosure of trade secrets or confidential information;
    • – Claims for failure to disclose inventions or to assign copyrightable works.

Section 22.03 Arbitration Procedure.

Any arbitration required by this Agreement must be conducted in accordance with the procedures specified in the attached document, entitled Arbitration of Disputes. This document is incorporated into this Agreement by reference, and Employee received and read it before signing this Agreement.

Section 22.04 Term, Modifications, and Revocation.

This Agreement will survive the relationship created by this Agreement between TKO and Customer and applies to any Claim, whether it arises or is asserted during or after the scope of work as agreed upon by this Agreement. This Agreement can be modified or revoked only by a writing signed by both parties that references this Agreement and specifically states an intent to modify or revoke this Agreement.

Any dispute concerning the formation, applicability, interpretation, or enforceability of this Agreement, including any claim or contention that all or any part of this Agreement is void or voidable, is subject to arbitration under this Agreement. The arbitrator, and not any federal, state, or local court or agency will have authority to decide any such issue or dispute.

The arbitrator’s decision on any dispute, as well as on any Claim submitted to arbitration under this Agreement, is final and binds the parties.

If any provision of this Agreement is adjudicated to be void or otherwise unenforceable, in whole or in part, this adjudication will not invalidate the remainder of the Agreement.

Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided in this Agreement, both Company and Employee agree that neither party will initiate or prosecute any lawsuit or administrative action (other than an administrative charge of discrimination) that relates in any way to any Claim covered by this Agreement.

Section 22.05 Jurisdiction and Governance

The laws of the State of Pennsylvania govern this mutual agreement to arbitrate any issues arising out of this Agreement.

The interpretation and enforcement of this Agreement shall be governed by the substantive laws of the Commonwealth of Pennsylvania and the parties hereby consent to jurisdiction in Montgomery County Pennsylvania.

Section 22.06 Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

Section 22.07 Attorney’s Fees

If any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.

Section 22.08 Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

Section 22.09 Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

425 Fayette Street,
PO BOX 960, Conshohocken, PA 19428