MASTER SERVICES AGREEMENT

For the purposes of this Master Services Agreement (“MSA” or “Agreement”), the following terms shall have the meanings set forth below:

• (a) “Agreement” means this Master Services Agreement, including all Exhibits, Schedules, and Statements of Work incorporated herein by reference.
• (b) “Client” means the entity or individual identified on the cover page of this Agreement that is engaging Xecutely for Services.
• (c) “Xecutely” means Xecutely LLC, a limited liability company organized under the laws of the State of New York, together with its officers, employees, agents, and independent contractors.
• (d) “Virtual Assistant” or “VA” means any individual engaged by Xecutely as an independent contractor and assigned to perform services on behalf of a Client under the terms of this Agreement and an applicable SOW.
• (e) “Services” means the managed virtual assistant services, automation services, quality assurance, and related support provided by Xecutely to the Client as described in any executed Statement of Work.
• (f) “Statement of Work” or “SOW” means a written document executed by both parties that specifies the scope, deliverables, pricing, assigned personnel, and working hours for a particular engagement under this Agreement.
• (g) “Bench-Ready Talent” means any Virtual Assistant who has been trained, vetted, or certified by Xecutely, whether or not currently assigned to the Client, and who is available for deployment through Xecutely’s managed service model.
• (h) “Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, including but not limited to business strategies, client lists, pricing, technical data, trade secrets, personnel information, and any information marked or reasonably understood to be confidential.
• (i) “Business Hours” means 9:00 AM to 5:00 PM in the Client’s designated timezone, Monday through Friday, excluding U.S. federal holidays, unless otherwise specified in the applicable SOW.
• (j) “Effective Date” means the date first written on the cover page of this Agreement.

2.1 Master Agreement and Statements of WorkThis MSA establishes the general terms and conditions governing the relationship between Xecutely and the Client. All specific project scopes, assigned personnel, pricing, working hours, and deliverables shall be defined in individually executed Statements of Work (“SOWs”) attached to and governed by this Agreement. Each SOW shall be deemed incorporated into this MSA upon execution by both parties.2.2 Order of PrecedenceIn the event of a conflict between the terms of this MSA and the terms of any SOW, the terms of this MSA shall control unless the SOW explicitly states that it is intended to supersede a specific provision of this MSA, in which case the SOW shall govern with respect to that specific provision only.2.3 Services ProvidedXecutely provides managed virtual assistant services, including but not limited to: the recruitment, training, and deployment of Virtual Assistants; quality assurance and performance oversight; AI-assisted workflow and automation configuration; structured reporting and client dashboards; and ongoing operational support. The specific Services for each engagement shall be detailed in the applicable SOW.

3.1 Relationship of the PartiesXecutely and Client are independent contracting parties. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, agency, employer-employee, or similar relationship between the parties. Xecutely retains sole discretion over the methods, means, and manner by which it performs the Services, including the selection, training, and management of Virtual Assistants.3.2 VA StatusAll Virtual Assistants assigned by Xecutely are engaged by Xecutely as independent contractors or service providers under applicable U.S. and Philippine law. The Client acknowledges and agrees that:

• (a) VAs are not employees, agents, or representatives of the Client.
• (b) The Client has no authority to direct, supervise, or control VAs except as permitted through Xecutely’s managed service framework and the applicable SOW.
• (c) Xecutely is solely responsible for the compensation, benefits (if any), tax withholdings, and legal compliance related to its VAs.
• (d) The Client shall not issue IRS Forms W-2, 1099, or equivalent tax documentation to any Xecutely VA.

3.3 No Authority to BindNeither party has the authority to bind the other, incur obligations on behalf of the other, or represent itself as an agent or legal representative of the other party without prior written consent.

4.1 Non-SolicitationDuring the term of this Agreement and for a period of twenty-four (24) months following its termination or expiration for any reason, the Client shall not, directly or indirectly:

• (a) Solicit, recruit, hire, engage, or retain any Virtual Assistant who has been assigned to the Client or introduced to the Client by Xecutely;
• (b) Encourage, induce, or facilitate any Xecutely VA to terminate their relationship with Xecutely;
• (c) Engage any Xecutely VA through a third-party agency, staffing firm, freelance marketplace, or any other intermediary for the purpose of circumventing this provision;
• (d) Offer employment, contractor status, or any form of compensated engagement to any individual who is or was a Bench-Ready Talent of Xecutely within the preceding twenty-four (24) months.

4.2 Non-CircumventionThe Client agrees that it shall not attempt to bypass, circumvent, or avoid the terms of this Agreement in order to directly or indirectly benefit from the services of Xecutely’s trained talent without compensating Xecutely as contemplated herein. This includes, without limitation, contacting VAs through personal social media accounts, messaging applications, or any channel outside Xecutely’s managed communication framework.4.3 Liquidated DamagesThe parties acknowledge that a breach of this Section 4 would cause Xecutely substantial and irreparable harm that would be difficult to quantify. Accordingly, in the event the Client breaches any provision of Section 4.1 or 4.2, the Client agrees to pay Xecutely liquidated damages in the amount of Twenty-Five Thousand U.S. Dollars ($25,000) per occurrence, plus reimbursement of all attorneys’ fees and costs incurred by Xecutely in enforcing this provision. The parties agree that this amount represents a reasonable estimate of the damages Xecutely would suffer and is not intended as a penalty.4.4 Direct Hire OptionNotwithstanding the foregoing, should the Client wish to hire a Xecutely VA directly, the Client may do so by providing Xecutely with written notice and paying a one-time Talent Acquisition Fee equal to three (3) months of the applicable SOW retainer, or $15,000, whichever is greater. Upon receipt of such fee, Xecutely shall release the VA from its non-compete obligations and the Client may engage the individual directly.4.5 Injunctive ReliefThe Client acknowledges that any breach of Section 4 would cause irreparable injury to Xecutely for which monetary damages alone would not be an adequate remedy. Accordingly, Xecutely shall be entitled to seek temporary, preliminary, and permanent injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.

5.1 Mutual Confidentiality ObligationsEach party (the “Receiving Party”) agrees to hold in strict confidence all Confidential Information received from the other party (the “Disclosing Party”) and shall not disclose, publish, or disseminate such information to any third party without the prior written consent of the Disclosing Party, except as required by law or as necessary to perform obligations under this Agreement.5.2 Permitted DisclosuresA Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The Receiving Party shall remain responsible for any breach by such persons.5.3 ExclusionsConfidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is disclosed pursuant to a valid court order or legal requirement, provided the Receiving Party gives prompt notice to the Disclosing Party.5.4 Xecutely’s Data Security CommitmentsXecutely implements the following security measures to protect Client data:

• Password Management: All VAs assigned to Client accounts are required to use an Xecutely-approved password manager (e.g., Bitwarden, LastPass) for all Client credentials. Passwords shall not be stored in plain text, shared via messaging applications, or retained on personal devices.
• Two-Factor Authentication (2FA): All VAs must enable 2FA on every Client system, tool, and platform they access. Xecutely shall verify 2FA compliance during onboarding and periodically thereafter.
• Encrypted Communications: All data transmissions involving Client information shall occur over encrypted channels (SSL/TLS). Client credentials shall only be shared through the designated password manager.
• Access Controls: VAs receive access only to the specific tools, systems, and data required for their assigned tasks. Access is revoked immediately upon reassignment or termination.
• Security Audits: Xecutely conducts periodic internal security reviews of VA compliance with the above measures and reserves the right to audit VA devices and access logs.

5.5 Breach of ConfidentialityIn the event that a Virtual Assistant breaches any Client confidentiality obligation, Xecutely shall: (a) immediately terminate the VA’s access to all Client systems; (b) notify the Client within twenty-four (24) hours; (c) conduct an internal investigation; and (d) provide the Client with a written incident report within five (5) business days. At Xecutely’s sole discretion, the offending VA shall be permanently removed from the Xecutely network.5.6 Return of InformationUpon termination of this Agreement or any applicable SOW, each party shall promptly return or destroy all Confidential Information of the other party in its possession, except as required for compliance, audit, or legal purposes. Such retained information shall remain subject to the confidentiality obligations of this Agreement.5.7 Duration of Confidentiality ObligationsThe confidentiality obligations set forth in this Section 5 shall survive the termination or expiration of this Agreement for a period of three (3) years.

6.1 Communication Response TimesXecutely guarantees the following response times during Business Hours (9:00 AM to 5:00 PM in the Client’s designated timezone, Monday through Friday):

Communication Type	Response Commitment	Measured From
Standard Communication	4-hour maximum response	Time of receipt during Business Hours
Urgent Communication	1-hour acknowledgment	Time of receipt (must be marked “Urgent”)
After-Hours Communication	Next business day by start of agreed shift	Start of next business day

“Response” means a substantive acknowledgment or update from the assigned VA or Xecutely support team — not an auto-generated receipt confirmation. For Urgent communications, the 1-hour acknowledgment shall confirm receipt and provide an estimated resolution time.6.2 Task AccuracyXecutely targets a minimum 95% task accuracy rate across all assigned deliverables, as measured by Xecutely’s internal quality assurance scoring system. Task accuracy is defined as the percentage of tasks completed correctly on the first submission without requiring rework due to VA error.In the event that a VA’s accuracy rate falls below 90% for two consecutive reporting periods, Xecutely shall, at no additional cost to the Client: (a) implement a corrective action plan; (b) provide a replacement VA within five (5) business days if the accuracy issue is not resolved; and (c) offer a pro-rated service credit for the affected period, calculated based on the hours during which quality fell below the agreed standard.6.3 VA Replacement GuaranteeIf a Client is dissatisfied with the performance of an assigned VA for any reason, the Client may request a replacement by providing written notice to Xecutely. Xecutely shall assign a qualified replacement VA within five (5) business days of such request. The Client shall receive a service credit equal to the prorated daily rate for each business day beyond the five-day replacement window that services are disrupted.6.4 Uptime and AvailabilityXecutely shall ensure that assigned VAs are available and working during the hours specified in the applicable SOW. In the event of a VA absence (illness, emergency, or planned time off), Xecutely shall provide a backup VA within twenty-four (24) hours. Planned absences shall be communicated to the Client at least forty-eight (48) hours in advance.6.5 ReportingXecutely shall provide the Client with regular performance reports as specified in the applicable SOW. Unless otherwise agreed, reports shall be delivered weekly and shall include, at minimum: hours worked, tasks completed, quality scores, and any issues or escalations encountered during the reporting period.

7.1 PricingAll fees, rates, and pricing for Services shall be set forth in the applicable Statement of Work. Fees are exclusive of any applicable taxes, which shall be the responsibility of the Client.7.2 Invoicing and PaymentUnless otherwise specified in the SOW, Xecutely shall invoice the Client monthly in advance. Payment shall be due as specified in the SOW (e.g., Net 15, Due on Receipt). All payments shall be made in U.S. Dollars via Stripe or such other payment method as agreed in writing.7.3 Late PaymentsInvoices not paid within ten (10) days of the due date shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. If payment is not received within thirty (30) days of the due date, Xecutely reserves the right to suspend Services upon five (5) business days’ written notice.7.4 Disputed InvoicesIf the Client disputes any portion of an invoice, the Client shall notify Xecutely in writing within ten (10) days of receipt, specifying the disputed amount and the basis for the dispute. The undisputed portion shall be paid in accordance with the original payment terms. The parties shall work in good faith to resolve any dispute within thirty (30) days.

8.1 Client OwnershipAll work product, deliverables, documents, and materials created by Xecutely or its VAs specifically for the Client in the course of performing Services under this Agreement shall be the exclusive property of the Client upon full payment of all applicable fees. Xecutely hereby assigns to the Client all right, title, and interest in such work product.8.2 Xecutely Retained IPNotwithstanding Section 8.1, Xecutely retains all rights to its pre-existing intellectual property, including but not limited to: its proprietary training methodologies, internal SOPs, automation frameworks, quality assurance systems, software tools, and business processes. Any modifications or improvements to Xecutely’s pre-existing IP made during the performance of Services shall remain the property of Xecutely.8.3 License GrantTo the extent any Xecutely pre-existing IP is incorporated into deliverables provided to the Client, Xecutely grants the Client a non-exclusive, non-transferable, royalty-free license to use such IP solely in connection with the Client’s use of the deliverables for the Client’s internal business purposes.

9.1 TermThis Agreement shall be effective as of the Effective Date and shall continue in force until terminated by either party in accordance with this Section 9, or until all SOWs have been completed or terminated.9.2 Termination for ConvenienceEither party may terminate this Agreement or any individual SOW for any reason by providing thirty (30) days’ written notice to the other party. Termination of an individual SOW shall not affect the validity of this MSA or any other active SOW.9.3 Termination for CauseEither party may terminate this Agreement or any SOW immediately upon written notice if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) engages in conduct that constitutes fraud, gross negligence, or willful misconduct.9.4 Effects of TerminationUpon termination or expiration of this Agreement:

• (a) The Client shall pay all fees due for Services performed through the date of termination, including any accrued but unpaid invoices.
• (b) Xecutely shall promptly revoke all VA access to Client systems, tools, and data within twenty-four (24) hours.
• (c) Each party shall return or destroy all Confidential Information of the other party as provided in Section 5.6.
• (d) The obligations set forth in Sections 4 (Non-Solicitation), 5 (Confidentiality), 8 (Intellectual Property), 10 (Limitation of Liability), and 11 (Indemnification) shall survive termination.

10.1 Cap on DamagesTo the maximum extent permitted by applicable law, the total aggregate liability of either party arising out of or related to this Agreement shall not exceed the total fees paid by the Client to Xecutely in the three (3) months immediately preceding the event giving rise to the claim.10.2 Exclusion of Consequential DamagesIn no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or loss of goodwill, even if such party has been advised of the possibility of such damages, except in cases of: (a) breach of Section 4 (Non-Solicitation); (b) breach of Section 5 (Confidentiality); or (c) indemnification obligations under Section 11.10.3 No WarrantiesExcept as expressly set forth in this Agreement, Xecutely provides Services “AS IS” and makes no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Xecutely does not warrant that Services will be uninterrupted, error-free, or that specific business outcomes or revenue targets will be achieved.

11.1 Xecutely’s IndemnificationXecutely shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) Xecutely’s gross negligence or willful misconduct; (b) Xecutely’s breach of its confidentiality obligations under Section 5; or (c) any claim that Xecutely’s VAs are employees of the Client.11.2 Client’s IndemnificationThe Client shall indemnify, defend, and hold harmless Xecutely and its officers, directors, employees, agents, and VAs from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of: (a) the Client’s breach of this Agreement; (b) the Client’s gross negligence or willful misconduct; or (c) any claim arising from the Client’s use of the work product or deliverables in a manner not contemplated by this Agreement.

12.1 NegotiationIn the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation between authorized representatives of each party for a period of thirty (30) days from written notice of the dispute.12.2 MediationIf the dispute is not resolved through negotiation, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator before pursuing any other form of dispute resolution.12.3 Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in New York, and each party hereby consents to the personal jurisdiction and venue of such courts.

13.1 Entire AgreementThis Agreement, together with all SOWs, Exhibits, and Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.13.2 AmendmentsNo amendment, modification, or supplement to this Agreement shall be binding unless executed in writing and signed by authorized representatives of both parties.13.3 AssignmentNeither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Xecutely may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.13.4 SeverabilityIf any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.13.5 WaiverThe failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such party’s right to enforce such provision in the future.13.6 NoticesNotices: All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email (with confirmation of transmission) or sent by a nationally recognized overnight courier.To Xecutely: Notices shall be sent to Xecutely LLC, New York, NY, at support@xecutely.com.To Client: Notices shall be sent to the email address provided by the Client during the electronic checkout and registration process. The Client is solely responsible for ensuring that a current and valid email address remains on file with Xecutely for the duration of this Agreement.13.7 Force MajeureNeither party shall be liable for any failure or delay in the performance of its obligations (other than payment obligations) to the extent such failure or delay results from circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, or labor disputes. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance.13.8 CounterpartsThis Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

If you have any questions about this Master Services Agreement (MSA), please contact us:
General Support: support@xecutely.com
Xecutely LLC, New York, USA