Virtual Worker Agreement

This Agreement is Made as of the date____________________ between

● Full Legal Name:

● Date of Birth:

● Home Address:

● Personal Email:

● ID Number from a Government-Issued ID:

referred to (hereinafter as "VA"),

and

Incorporated Outside Services Inc, located at 1309 Coffeen Avenue STE 5622, Sheridan,

Wyoming 82801, with business email contact at invoices@incos.agency to be used for

all correspondence with VA, operating as a (Video Virtual Agency) VVA, contracting

Virtual Workers for its Clients and managing the contractual relationships and financial

transactions between the VA and companies seeking virtual assistance. Incorporated

Outside Services functions as an Online Platform and is a remitter of the Clients'

information, requests, and payment for services rendered. Incorporated Outside

Services and the Clients who it represents (hereinafter "IncOS").

Recitals

Engagement and Scope of Services

1. Engagement and Scope of Services:

(a) Nature of Relationship: The VA is engaged as a Virtual Worker through the IncOS

platform to provide services to IncOS's Clients.

(b) Contractual Relationship: The VA is contracted to render services as specified at the

time of each Client offer.

(c) Services to be Provided: Specific services, work schedules, and any on-call

arrangements will be detailed for each assignment.

(d) Financial Transactions: IncOS is responsible for managing financial transactions,

including invoicing Clients and processing compensation for the VA.

Term and Termination

2. Term and Termination:

(a) Duration of Agreement: The agreement remains in effect for 5 years from the last

day of the VA’s service provision to IncOS or any of its Clients.

(b) Discontinuation by VA: The VA may choose to discontinue their services at any time,

with a 2-week notice preferred.

(c) Return of Property and Information: Upon discontinuation of services, the VA must

return all property and confidential information belonging to IncOS or its Clients.

Non-Disclosure Agreement (NDA)

3. Non-Disclosure Agreement (NDA):

(a) Confidential Obligation Towards IncOS and Its Clients: The VA agrees to maintain

strict confidentiality of all information provided by IncOS and its Clients.

(b) Comprehensive Scope of Confidential Information: Including customer lists,

contractor contact information, employee details, phone numbers, emails, affiliates,

proprietary documents, business practices, marketing literature, and website

information.

(c) Enduring Confidentiality Obligation: This obligation persists indefinitely beyond the

termination of the Agreement.

(d) Consequences of Violation: Breach of this NDA incurs legal actions for damages

and injunctive relief.

**2. Term and Termination:**

(a) **Duration of Agreement:** The agreement remains in effect for 5 years from the

last day of the VA’s service provision to IncOS or any of its Clients.

(b) **Discontinuation by VA:** The VA may choose to discontinue their services at any

time, with a 2-week notice preferred.

(c) **Return of Property and Information:** Upon discontinuation of services, the VA

must return all property and confidential information belonging to IncOS or its Clients.

#### Non-Disclosure Agreement (NDA)

**3. Non-Disclosure Agreement (NDA):**

 (a) **Confidential Obligation Towards IncOS and Its Clients:** The VA agrees to

maintain strict confidentiality of all information provided by IncOS and its Clients.

(b) **Comprehensive Scope of Confidential Information:** Including but not limited to

customer lists, contractor contact information, employee details, phone numbers,

emails, affiliates, proprietary documents, business practices, marketing literature, and

website information.

(c) **Enduring Confidentiality Obligation:** This obligation persists indefinitely beyond

the termination of the Agreement.

(d) **Consequences of Violation:** Breach of this NDA incurs legal actions for

damages and injunctive relief.

#### Confidentiality

Certainly! Continuing from where we left off, here is the rest of the Virtual Worker

Agreement with the detailed sections:

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#### Confidentiality
**4. Confidentiality:**

(a) **Duty to Safeguard Information:** The VA is responsible for protecting all

confidential information of IncOS and its Clients.

(b) **Implementation of Security Measures:** The VA must employ effective

measures to secure such information.

(c) **Obligation to Report Breaches:** Immediate notification to IncOS is required

upon any breach or suspected breach.

#### Trade Secrets

**5. Trade Secrets:**

(a) **Acknowledgment of Trade Secrets:** The VA recognizes the trade secrets of

IncOS and its Clients as critical assets.

(b) **Commitment to Non-Disclosure and Non-Use:** The VA commits to not disclose

or misuse trade secrets.

(c) **Recourse for Unauthorized Disclosure:** Legal proceedings may be pursued for

trade secret violations.

#### Intellectual Property

**6. Intellectual Property:**

(a) **Ownership of Creative Works:** All intellectual property created by the VA for

IncOS or its Clients remains their exclusive property.

(b) **Assignment of Rights:** The VA assigns all rights in such intellectual property to

IncOS or the Client.

(c) **Use Restrictions:** Intellectual property use is confined to duties under this

Agreement.

#### Non-Solicitation and Non-Competition

**7. Non-Solicitation and Non-Competition:**

(a) **Non-Solicitation:** The VA agrees not to solicit employees, contractors, clients,

or affiliates of IncOS or its Clients for the duration of this Agreement and for a period of

5 years thereafter.

(b) **Non-Competition:** The VA is prohibited from engaging in any business activity

that competes directly with IncOS or its Clients, including but not limited to the provision

of similar services, during the term of this Agreement and for 5 years following its

conclusion.
 (c) **Geographic and Scope Limitations:** This non-competition clause is applicable

globally, given the virtual nature of the services.

(d) **Liquidated Damages for Breach:** A breach of these clauses results in a penalty

of 1 million Philippine Pesos.

#### Integrity and Honesty Clause

**8. Integrity and Honesty:**

(a) **Requirement of Honesty:** Honesty is a fundamental requirement for the VA.

Dishonest behavior is unacceptable, and IncOS reserves the right to cease contracting

the VA to its Clients if the VA is found to be dishonest.

(b) **Disclosure of Other Pursuits:** The VA is obligated to disclose any other pursuits

that could affect their work performance.

(c) **Adherence to Policies:** The VA agrees to comply with various policies set forth

by IncOS and its Clients.

(d) **Prohibition of Double Clocking:** The VA agrees never to work simultaneously

for two companies during the same time period.

(e) **Non-Competition and Liquidated Damages:** Working for a direct competitor of

an IncOS Client constitutes a breach of this agreement.

 (f) **Damages for Double Clocking:** The VA agrees to pay liquidated damages for

double clocking or working simultaneously for another company while clocking hours

for an IncOS Client.

**9. Additional Legal Provisions:**

(a) **Digital Signature Acknowledgment:** The VA's digital signature on this

Agreement via Xodo Technologies' platform is legally binding.

(b) **Legal Jurisdiction:** This Agreement is enforceable in both the Philippines and

the United States.

(c) **Modification of Agreement:** Any modifications to this Agreement must be

made in writing and signed by both parties.

(d) **Severability:** If any provision of this Agreement is found to be invalid or

unenforceable, the remaining provisions will continue in full force and effect.

(e) **Entire Agreement:** This Agreement constitutes the entire agreement between

IncOS and the VA and supersedes all prior understandings or agreements.

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