1. Services. InsBOSS shall perform the services described in this Agreement as well as the statements of work negotiated and executed by the Parties (each, together with any amendments, modifications, or supplements thereto, a "Statement of Work" or "SOW").

(a) "Assigned Employee" or "Virtual Assistant (VA)"
Refers to the individual legally employed, engaged, and compensated by Ins Back Office Solution Systems, Incorporated (“InsBOSS”) and assigned to perform services for the CLIENT pursuant to this Agreement. The Assigned Employee may also be referred to herein as a “VA,” “Flex VA,” or “Assigned Personnel.”

(b) "Business Day"
Refers to any day other than a Saturday, Sunday, or officially declared holiday in the Philippines or in the jurisdiction where InsBOSS principally operates, unless otherwise specified in writing by the Parties.

(c) "CLIENT"
Refers to the contracting entity receiving Employer of Record (EOR), managed workforce, staffing, or virtual assistant services from InsBOSS under this Agreement.

(d) "CLIENT Data"
Refers to all information, documents, records, files, customer information, proprietary materials, credentials, reports, databases, workflows, software access, and other materials provided, generated, accessed, processed, or stored in connection with the services rendered under this Agreement.

(e) "Confidential Information"
Refers to any non-public, proprietary, confidential, sensitive, technical, financial, operational, commercial, or business information disclosed by one Party to the other, whether oral, written, electronic, visual, or otherwise, including but not limited to trade secrets, customer lists, pricing, processes, business methods, software, credentials, Personal Information, and Intellectual Property.

(f) "Coverage Period"
Refers to the applicable monthly or semi-annual billing cycle for which services are rendered and paid pursuant to this Agreement.

(g) "EOR Services" or "Employer of Record Services"
Refers to the administrative, legal, payroll, employment, and compliance-related services performed by InsBOSS as the legal employer of Assigned Employees, including hiring, onboarding, payroll processing, statutory contributions, benefits administration, tax withholding, HR administration, labor law compliance, and related workforce management services.

(h) "Flex VAs"
Refers to Virtual Assistants deployed or assigned by InsBOSS to provide administrative, insurance-related support, or other remote workforce services to CLIENT pursuant to this Agreement.

(i) "Intellectual Property"
Refers to all copyrights, trademarks, service marks, patents, trade secrets, proprietary systems, processes, methodologies, databases, know-how, software, documentation, workflows, training materials, inventions, and all other intellectual or industrial property rights, whether registered or unregistered.

(j) "Mandatory Change"
Refers to any amendment, modification, operational adjustment, or compliance-related change required by applicable law, governmental regulation, court order, regulatory directive, or lawful governmental authority.

(k) "Nonpublic Personal Information (NPI)"
Refers to personally identifiable financial information and any other information protected under applicable privacy, cybersecurity, financial services, or data protection laws and regulations.

(l) "Personal Identifiable Information (PII)" or "Personal Information"
Refers to any information that identifies, relates to, describes, or may reasonably be linked, directly or indirectly, to an identifiable individual, including but not limited to names, addresses, telephone numbers, email addresses, identification numbers, financial account information, employment information, and customer records.

(m) "Point of Contact" or "POC"
Refers to the designated representative authorized by either Party to coordinate communications, operational matters, concerns, escalations, approvals, and implementation activities under this Agreement.

(n) "Services"
Refers collectively to all Employer of Record services, staffing services, workforce support, virtual assistant services, training, onboarding, replacement services, administrative support, and other deliverables to be rendered by InsBOSS under this Agreement and its Annexes.

(o) "Statement of Work" or "SOW"
Refers to this Agreement together with its annexes, schedules, amendments, supplements, modifications, service descriptions, pricing schedules, and other written instruments executed by the Parties relating to the services to be provided by InsBOSS.

(p) "Transition Services"
Refers to temporary support, turnover assistance, knowledge transfer, replacement onboarding assistance, access turnover, and other reasonable transition-related activities provided following termination, expiration, or replacement of Assigned Employees under this Agreement.

(q) "Work Product"
Refers to all deliverables, reports, documents, outputs, recordings, files, customer communications, processes, compilations, analyses, and other materials created by Assigned Employees within the scope of services performed for CLIENT pursuant to this Agreement

3. Performance of Services. Commencing on the Official Start Date (Billing Date), InsBOSS shall provide the services listed and integrated in this agreement as Annex 1. The Parties acknowledge and agree that InsBOSS’ ability to perform its obligations under this Agreement and each SOW is conditioned upon the timely and reasonable performance by CLIENT of its obligations according to this Agreement and each SOW.

Each Party shall cooperate reasonably with the other Party in carrying out the obligations pursuant to this Agreement and each SOW in a timely and efficient manner and in accordance with the terms hereof.

4. Sourcing and Managed Workforce Services. InsBOSS will facilitate the recruitment, hiring, and preparation of Virtual Assistants (“VAs”) for deployment to CLIENT. This preparation is strictly confined to foundational insurance principles and elementary navigation within a simulated Agency Management System (AMS). CLIENT acknowledges and agrees that all process-specific, agency-defined, or production-level training and operational guidance required for the VA to execute assigned tasks shall be the sole responsibility of CLIENT. InsBOSS shall maintain legal employment, administrative oversight, and onboarding management for such VAs for the duration of the assignment.

5. VA Performance of Assignment. VAs shall be trained on basic insurance knowledge as deemed appropriate by InsBOSS. CLIENT shall be responsible for providing VA guidance and other information necessary for the successful and timely completion of InsBOSS VAs’ job description, CLIENT shall be responsible for the submission of all work product produced by the VAs to third parties and will ensure that the VA produces original materials and materials that do not infringe upon the copyrights, patents and/or trademarks of third parties including, without limitation, photographs, print media, visual media, digital media, or any other form of expression. InsBOSS accepts no responsibility whatsoever for any infringing material created and/or distributed by VAs, as this is CLIENT’s obligation to monitor before submission to third parties.

6. VA Status. Except as otherwise provided herein, InsBOSS assumes full responsibility for compensating, terminating, and disciplining of its VAs. InsBOSS VAs shall not to be considered as employees of CLIENT for any reason whatsoever, including, but not limited to, salary,entitlement to disability or unemployment insurance, workers' compensation, medical insurance, sick leave, pensions, severance, or any other employment benefit of any nature offered or provided by CLIENT to its employees.

The comprehensive scope of work, staffing allocation, service coverage, and work schedules applicable to the services shall be set forth in Annex 1 and the applicable Statement of Work or Service Order. CLIENT acknowledges and agrees that, unless otherwise expressly agreed in writing, Assigned Employees or Virtual Assistants (“VAs”) may be assigned by InsBOSS to other clients outside the dedicated work hours allocated to CLIENT, including in connection with part-time or shared-service arrangements.

Unless otherwise expressly agreed by the Parties in writing, CLIENT shall be solely responsible for providing or funding all equipment, software, systems access, licenses, peripherals, communication tool and other resources necessary for the Assigned Employee to perform the services contemplated under this Agreement. Where InsBOSS procures, advances payment for, facilitates, or coordinates the acquisition or deployment of any equipment, software, or tools on behalf of CLIENT, such costs shall be chargeable to and reimbursable by CLIENT upon demand or pursuant to the applicable invoice. InsBOSS shall obtain CLIENT’s prior written approval before incurring any material expense related thereto. CLIENT acknowledges that InsBOSS shall not be responsible for delays, interruptions, reduced productivity, security vulnerabilities, or performance issues arising from inadequate, incompatible, delayed, defective, or unavailable CLIENT-provided equipment, software, systems access, or connectivity.

8. Limitation of Duties. CLIENT will not require VAs to engage in any illegal, unethical, immoral, and/or hazardous duties, or perform any act that is in violation of Federal, State, or local laws regarding privacy or undesired solicitation, including, but not limited to applicable "Do Not Call" phone lists and email "Opt In/Out" statutes. CLIENT acknowledges that InsBOSS VAs are not insurance licensed and will not require them to work outside of the assigned duties agreed upon by InsBOSS and CLIENT, to the extent that such work violates applicable licensing laws. By signing this Agreement, CLIENT acknowledges that many states require outbound phone calls soliciting transactions to be licensed, and that responsibility for compliance with all such laws rests solely with the CLIENT, and not with InsBOSS or any InsBOSS VA provided to CLIENT.

9. Disputes and concerns. Should there be disputes arising from the services being rendered by InsBOSS, CLIENT must reach out to the assigned point of contact from InsBOSS.

In the event an Assigned Employee or Virtual Assistant (“VA”) resigns, is terminated, becomes unavailable, or otherwise requires replacement, InsBOSS shall use commercially reasonable efforts to source and assign a replacement VA within a reasonable period of time, subject to workforce availability and hiring conditions. CLIENT acknowledges and agrees that any replacement VA will require onboarding, training, and familiarization with CLIENT’s systems, workflows, standards, and operational processes. Accordingly, CLIENT shall remain solely responsible for providing process-specific training, operational guidance, and transition support necessary for the replacement VA to perform the assigned services.

CLIENT further understands that the InsBOSS Flex program is designed as a flexible staffing and Employer of Record (EOR) service and does not constitute a premium managed continuity or transition-assurance service. InsBOSS does not guarantee seamless transitions, uninterrupted productivity, retention of institutional knowledge, or immediate replacement performance equivalent to a prior VA. Temporary productivity reductions, adjustment periods, onboarding delays, and operational inefficiencies associated with personnel replacement shall be considered normal operational occurrences and shall not constitute a breach of this Agreement by InsBOSS.

Additional Replacement Costs
CLIENT acknowledges that each replacement VA requires a new cycle of recruitment, sourcing, screening, onboarding, administrative processing, workforce preparation, and training. Accordingly, any replacement VA provided pursuant to this Section shall be subject to the Setup Fee set forth in Section 12.2b, which shall be payable prior to commencement of onboarding activities for the replacement VA.

11.1 Term
This Agreement shall commence on the Effective Date indicated herein and shall remain in full force and effect unless earlier terminated pursuant to this Agreement. The official commencement of services, deployment of Assigned Employees, and applicable billing obligations shall begin on the mutually agreed service start date or onboarding date confirmed by the Parties in writing, the applicable Statement of Work (“SOW”), Service Order, onboarding confirmation, or operational scheduling communication. The Parties acknowledge that the services contemplated under this Agreement involve workforce sourcing, recruitment, onboarding, training, administrative setup, payroll preparation, workforce allocation, and operational resource commitments undertaken by InsBOSS in reliance upon CLIENT’s engagement.

11.2 Termination of Convenience
CLIENT may terminate this Agreement or any applicable SOW for convenience, with or without cause, upon providing at least thirty (30) calendar days’ prior written notice to InsBOSS. CLIENT acknowledges that the Flex VA program is structured as a flexible Employer of Record (“EOR”) and managed workforce arrangement involving recruitment, onboarding, workforce allocation, training, administrative preparation, and operational resource commitments by InsBOSS. Accordingly, certain onboarding, administrative, staffing, recruitment, and workforce preparation costs incurred by InsBOSS may be non-recoverable once services commence. In the event of termination for convenience by CLIENT, applicable pre-termination charges, unrecovered onboarding costs, earned service fees, outstanding balances, approved reimbursements, and other accrued obligations shall remain due and payable in accordance with the termination schedule, pricing structure, and billing provisions set forth in this Agreement, Annexes, or the applicable SOW.

CLIENT further acknowledges that: replacement personnel, onboarding efforts, training periods, productivity adjustments, and workforce continuity are commercially reasonable operational occurrences within the Flex VA model; InsBOSS does not guarantee uninterrupted continuity, retention of institutional knowledge, or seamless personnel transitions and; temporary productivity reductions or operational adjustments associated with onboarding, replacement, reassignment, or termination of Assigned Employees shall not constitute breach of this Agreement.

Termination of this Agreement shall not relieve either Party from obligations accrued prior to the effective termination date, including payment obligations, confidentiality obligations, indemnification obligations, data protection obligations, restrictive covenants, or provisions which by their nature are intended to survive termination. A pre-termination fee or applicable refund, where applicable, shall be governed by the termination guidelines and billing structure provided under this Agreement and the applicable pricing schedule.

11.2 Grounds for Termination. CLIENT may terminate this Agreement, or any one or more of SOW, immediately upon notice to InsBOSS: (a) If InsBOSS materially breaches any term, provision, representation, or warranty of this Agreement and fails to cure such breach within thirty (30) calendar days of receipt of written notice of such breach from CLIENT or upon the occurrence and after a continuance of an event of force majeure.

11.3 Termination for Non-Payment. InsBOSS may immediately terminate its services if CLIENT fails to pay its obligation as set forth in Section 3.3.

11.4 Transition Services. Upon termination for any reason other than non-payment,CLIENT shall be responsible for its confidentiality obligations such as but not limited to securing confidential i information and intellectual property.

11.5 Early Termination Fee Due. In the event CLIENT terminates this Agreement pursuant to Section 2.2a (Termination of Convenience), CLIENT shall pay to InsBOSS within thirty (30) calendar days from the effective date of such termination.

11.5 Money Back Guarantee. In the event that this Agreement, or any one or more of the SOW, does not deliver a significant impact in your organization or result in an improvement of your company statistics, which resulted in InsBOSS incurred nature of cancellation, InsBOSS will offer CLIENT a refund of the payment within the forty (40) calendar days based on table 2.2a. In order to qualify for our money-back guarantee, CLIENT must communicate daily with the assigned Virtual Assistant and assign specific tasks for processing.

Fees. In consideration of the complete and proper fulfillment of InsBOSS’ obligations, CLIENT agrees to pay InsBOSS the fees, in US Dollars, and all amounts referred to in this Agreement.

12.1 Invoices. InsBOSS shall deliver to CLIENT an electronic or paper invoice, as mutually agreed by the Parties, seven (7) calendar days before the next billing period for services rendered and other charges payable pursuant to each SOW for the applicable invoice period. Such invoices shall include reasonable detail. InsBOSS shall keep accurate records and documentation to substantiate the amount. Should there be changes in the Agreement within the current coverage period, InsBOSS must notify CLIENT with the updated invoice before the effective date of the change.

12.2a Semi-Annual plan. CLIENT will be billed seven (7) calendar days before the last day of the current semi-annual plan coverage period. If seat upgrades or downgrades overlap with the current billing, billing for the seat upgrade or downgrade shall be merged with the current billing coverage period as applicable.

12.2b Setup Fee CLIENT acknowledges that InsBOSS incurs recruitment, sourcing, screening, onboarding, training, administrative setup, payroll enrollment, workforce preparation, and deployment costs prior to the commencement of services by an Assigned Employee or Virtual Assistant (“VA”).

Accordingly, CLIENT shall pay a one-time Setup Fee for each Assigned Employee or VA. The Setup Fee shall be equal to one (1) full Monthly Service Fee applicable to the assigned position unless otherwise stated in the applicable Service Order, Pricing Schedule, or Statement of Work.

The Setup Fee shall be invoiced and paid prior to the onboarding date, deployment date, or official commencement of services. InsBOSS shall not be obligated to commence onboarding, workforce preparation, deployment activities, strategic planning, or related implementation services until the Setup Fee has been received in full.

The Parties acknowledge and agree that the Setup Fee is intended to compensate InsBOSS for workforce sourcing, recruitment, onboarding, training, administrative preparation, and related implementation costs and is separate and distinct from recurring monthly service fees.

In the event a VA resigns, is terminated, becomes unavailable, is replaced at CLIENT’s request, or otherwise requires replacement for any reason, CLIENT shall pay an additional Setup Fee for each replacement VA prior to the commencement of onboarding and deployment of such replacement VA. Each replacement shall be treated as a new onboarding event for purposes of this provision.

Except where expressly required by law or otherwise agreed in writing, all Setup Fees shall be non-refundable once recruitment, sourcing, onboarding, training, or workforce preparation activities have commenced.

12.3 Payment. All invoices are due before the next coverage period, payable in US Dollars. CLIENT shall pay the full invoice amount, less any and all disputed amounts. CLIENT shall only dispute invoices in good faith. Any disputed amount withheld by CLIENT shall be subject to the same fee used for undisputed amounts due whenever InsBOSS is found to prevail. The Parties shall use commercially reasonable efforts to resolve all invoice disputes in a timely manner. Any undisputed amount payable by CLIENT to InsBOSS hereunder that is not paid shall bear the penalties listed below:

12.3a Recurring Payment Charges for Semi-Annual Plan. The terms of the coverage and rates need not be revisited every six (6) months. Instead, the same semi-annual rates will automatically be charged every six (6) months unless otherwise a downgrade to monthly charge or change with the number of seats or type of seat service is requested by CLIENT. This request must be in writing and be sent to InsBOSS within thirty (30) days prior to its implementation. Effectivity of change in billing shall commence at the beginning of the next Coverage Period after confirmation of the request from CLIENT to InsBOSS.

12.3b Pre-payment. CLIENT, at the time of the agreement, shall sign the agreed service pricing schedule and confirm prepayment of the availed service. Prepayment by CLIENT must be settled before starting any strategic planning with InsBOSS’ operations team. Confirmation or proof of payment is required before scheduling the strategic planning with InsBOSS operations team. Once confirmed, InsBOSS shall commence with scheduling the strategic planning session.

12.3c Payment Method. Automatic payment is required at each billing date via recurring debit or credit card charge, or bank account withdrawal. CLIENT shall store/save card or bank account information on file with InsBOSS, along with express authorization, for the purposes of automated charge or withdrawal for regular monthly services and other outstanding charges billed to CLIENT. InsBOSS will notify CLIENT within 24 hours if the bank account draft or card charge fails. If payment fails for any reason, CLIENT shall be subject to the additional fees listed under 3.3 at InsBOSS' sole discretion, and CLIENT shall be responsible for all unpaid services and costs.

12.3d Overdue Balances. If payment in full for any and all outstanding invoices has not been received by InsBOSS within fifteen (15) calendar days of billing, regardless of the status of CLIENT's account, the matter may be referred to collections and all remedies available to InsBOSS at law and in equity will be pursued, including but not limited to reasonable attorneys' fees and costs of collection to recover such amounts from CLIENT. InsBOSS' failure to seek such collection immediately shall not constitute a waiver of its right to do so later.

12.3e Taxes. The fees and other amounts payable to InsBOSS by CLIENT under the Agreement include all applicable taxes. Any tax liability associated with such fees and other amounts payable to InsBOSS shall be solely the obligation of InsBOSS and InsBOSS shall indemnify and hold harmless CLIENT for any tax liability assessed against it arising from this Agreement.

12.3f Incentives. Incentives or bonuses by CLIENT are customarily based on CLIENT’ initiative and will be added to the invoice upon CLIENT request. The amount remitted will be transferred to the intended recipient in full.

13.1 Each Party shall provide to the other, in writing, the names, business address, contact information, and telephone numbers of an individual or individuals designated by each Party as its Point of Contact/s to coordinate all aspects of the relationship contemplated by this Agreement. A Party may change its Point of Contact/s upon written notice to the other Party’s Point of Contact/s pursuant to the notice provisions contained herein. If requested by CLIENT in good faith, InsBOSS will use reasonable commercial efforts to change its Point of Contact/s to a person reasonably acceptable to CLIENT.

14.1 Changes. CLIENT may, at any time, request additions, deletions, amendments, or any other changes to the SOW. InsBOSS shall respond within ten (10) Business Days of receipt of CLIENT’s request, or such reasonable time as necessary, indicating whether it can comply with the request, and any Fees increase or decrease, if any, or other changes required to the Agreement to comply with such request provided that where a change is required to be made for InsBOSS or CLIENT to comply with all applicable laws (a “mandatory change”), InsBOSS shall implement such Mandatory Change if directed to do so by CLIENT.

(a) Downgrades. The balance will become a consumable credit for the succeeding months under the same payment bracket (monthly/semi-annual). The downgrade request will be effective on the succeeding coverage period.

(b) Upgrades. The balance will be collected upon request of an upgrade. The upgrade request will be effective during the succeeding coverage period.

14.2. Change request of InsBOSS service staff. If CLIENT requests to add or deduct InsBOSS VA seats, this change request must be sent in writing to InsBOSS thirty (30) calendar days in advance. InsBOSS shall be responsible for ensuring change requests are accommodated promptly. InsBOSS must inform CLIENT of availability if it is a seat increase request including InsBOSS VA change. Should the CLIENT request an InsBOSS VA deduction, InsBOSS shall acknowledge and confirm the end date of said InsBOSS VA deduction in relation to seat service billing and actual servicing operations.

14.3 No Refusal. InsBOSS will not unreasonably refuse a request by CLIENT for new services, or an addition, deletion, amendment, or any other change to a schedule or a Statement of Work requested by CLIENT.

15.2 InsBOSS shall implement and maintain recognized industry best practice safeguards against the destruction, degradation, loss, disclosure, or alteration of CLIENT’s Intellectual Property, Confidential Information, Personal Identifiable Information (PII), Nonpublic Personal Information (NPI), assets, third party software, customer data, in the possession or under the management of InsBOSS or the destruction or alteration of any component of the same.

15.3 InsBOSS agrees, on its behalf and on behalf of its VAs, that neither will disclose, divulge, reveal, report or use, for any purpose, any Confidential Information, Intellectual Property or customer data of CLIENT which it or its VAs obtained, except as authorized by the CLIENT or as required by law. The obligations of confidentiality will apply during the term and will survive indefinitely upon termination of this Agreement.

16.1 Security Measures and Protocols
InsBOSS shall implement commercially reasonable administrative, technical, and organizational security measures appropriate to the nature of the services provided under this Agreement. Such measures may include antivirus and anti-malware protections, endpoint security tools, workforce access controls, device management utilities, monitoring software such as Teramind or similar systems, and periodic information security or data privacy training for Assigned Employees or Virtual Assistants (“VAs”).

16.2 CLIENT Responsibility for Operational Security
CLIENT acknowledges and agrees that CLIENT retains primary responsibility for determining, managing, restricting, and supervising the level of system access, credentials, permissions, customer information exposure, workflow safeguards, and operational controls granted to Assigned Employees in connection with CLIENT’s systems and data.

CLIENT shall likewise remain responsible for implementing any industry-specific, regulatory, financial, insurance, PCI-DSS, HIPAA, or other heightened cybersecurity or data protection requirements applicable to CLIENT’s business operations.

16.3 No Continuous Monitoring or Guarantee Against Misconduct
CLIENT understands that InsBOSS does not provide continuous live monitoring, surveillance, forensic auditing, or guaranteed prevention against unauthorized acts, misuse of information, screenshots, photography, recording, copying, transmission, or other misconduct that may be committed by an Assigned Employee or third party.

While InsBOSS may implement reasonable security protocols and require confidentiality and data protection undertakings from its personnel, InsBOSS does not warrant or guarantee that security incidents, human error, insider misconduct, data leakage, or unauthorized disclosures will never occur.

16.4 Confidentiality and Training
InsBOSS shall require Assigned Employees to execute confidentiality and non-disclosure obligations and may provide periodic training relating to information security, confidentiality, cybersecurity awareness, and proper handling of sensitive information consistent with the scope of services being provided.

16.5 InsBOSS shall unless otherwise indicated:

17. Non-Disclosure Agreements. InsBOSS’ VAs and other staff (including staff of InsBOSS’s subcontractors or affiliates) who have access to any CLIENT data, including any Personal Information will be required by InsBOSS to sign Non-Disclosure Agreements (NDAs) with InsBOSS in respect of the protection of InsBOSS and CLIENT data. InsBOSS shall provide CLIENT with copies of the said NDAS upon CLIENT request. InsBOSS shall fully enforce such agreements to protect any actual or threatened unauthorized disclosure of CLIENT’s data, including Personal Information. InsBOSS shall indemnify and hold CLIENT harmless from any losses arising from a breach of such agreement by staff or a failure by InsBOSS to enforce such agreements, said loss to include all reasonably incurred costs associated with identifying, addressing and remedying any such breach, including costs of investigation and attorneys' fees.

18.1 Limit on Confidential Information. The Receiving Party shall not use the confidential information of the Disclosing Party for any purpose other than to exercise or perform its rights or obligations under this Agreement. Receiving Party shall not copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose (or permit the disclosure of), disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party, without the prior written consent of the Disclosing Party. Receiving Party further agrees that it shall safeguard Disclosing Party’s Confidential Information from disclosure and, at minimum, use efforts commensurate with those Receiving Party employs to protect the confidentiality of its Confidential Information that it does not desire to disclose or disseminate in compliance with any applicable laws and regulations.

18.2 Personal Information. InsBOSS agrees that, in the course of performing the Services, CLIENT may collect, use and/or receive personal information pertaining to CLIENT, Customers, or their respective customer’s customers that can be linked to identifiable individuals (“Personal Information”) including without limitation names, addresses, telephone numbers, transactional history, account numbers, social insurance numbers, any information or an opinion (including information or an opinion forming part of a database) and whether recorded in a material form or not, about or relating to an identifiable person, including an individual who can be identified directly or indirectly from the information or opinion and includes all such information relating to customers, CLIENT, CLIENT’s customers, suppliers, partners of CLIENT, its Affiliates, each Customer and their respective employees, other personal information as defined in applicable Privacy Legislation, and other personal information.

18.3 Privacy. Without limiting to InsBOSS’ obligations hereunder with respect to maintaining the confidentiality and security of Personal Information, and notwithstanding anything to the contrary in this Agreement, InsBOSS agrees to the following:

19. License to InsBOSS. CLIENT grants InsBOSS a limited, non-exclusive, and fully paid-up, royalty-free license during the Term to use CLIENT Intellectual property (including, as between the Parties hereto, the Scripts, solely for and to the limited extent necessary to perform InsBOSS obligations under this Agreement.

20.1 Authority. Each Party represents and warrants to the other Party that it has full power and authority to enter into and perform its obligations pursuant to this Agreement and that the person signing this Agreement on its behalf has been properly authorized to enter this Agreement.

20.2 Breach. The failure of any of the representations and warranties to be accurate in any material respect at any time during the Term shall constitute a material breach of this Agreement, and, in addition to all other rights and remedies available to CLIENT under this Agreement and at law or in equity, CLIENT shall have the right to terminate either this Agreement or the relevant Statement of Work. The rights and remedies available to InsBOSS under this Agreement and at law or in equity shall be limited solely to recover damages, unless and except in the event CLIENT’s material breach of this Agreement prevents InsBOSS from performing the relevant Statement of Work or subjects InsBOSS to liability under any applicable laws, in which case InsBOSS will be excused from performance, but only to the limited extent: (a) that it is prevented from performing by CLIENT, or (b) necessary to avoid such liability.

20.3 Disclaimer. EACH PARTY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN THE OTHER PARTY.

InsBOSS' Obligations. InsBOSS shall indemnify and hold harmless CLIENT and its officers, directors, and employees from and against any damages and all losses that relate to or arise out of either: (c) a material breach of this Agreement or any SOW by InsBOSS; (d) bodily injury, death, or personal property damage proximately caused by the gross negligence or misconduct of InsBOSS or any of its employees, agents, contractors, or subcontractors. Notwithstanding the foregoing, InsBOSS shall not be responsible for any losses to the extent that they directly and materially result from the acts or omissions of CLIENT or any of its employees, agents, contractors, or subcontractors.

CLIENT's Obligations. CLIENT shall indemnify and hold harmless InsBOSS and its officers, directors, and employees from and against any and all Losses that relate to or arise out of either: (e) a material breach of this Agreement or any SOW by CLIENT; (f) bodily injury, death, or personal property damage approximately caused by the gross negligence or misconduct of CLIENT or any of its employees, agents, or contractors. Notwithstanding the foregoing, CLIENT shall not be responsible for any losses to the extent that they directly and materially result from the acts or omissions of InsBOSS or any of its employees, agents, or contractors.

22.1 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, REGARDLESS OF THE FORM OF ACTION OR THE CLAIM (e.g., CONTRACT, WARRANTY, TORT, MALPRACTICE, OR OTHERWISE), FOR ANY "EXCLUDED DAMAGES," MEANING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, TREBLE OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, PROFIT, BUSINESS, USE OR DATA, OR FOR ANY FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS), EVEN IF ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING.

Workforce Protection, Ethical Standards, and Client Conduct and Nature of EOR Relationship

(g) The Parties acknowledge that InsBOSS operates as an Employer of Record ("EOR") and workforce administration provider.

(h) While CLIENT retains operational control, supervision, workflow management, and direction over the Assigned Employee's day-to-day work activities, InsBOSS remains the legal employer of the Assigned Employee for purposes of employment administration, payroll, statutory compliance, and workforce protection obligations under applicable labor laws.

(i) Nothing in this Agreement shall be construed to authorize CLIENT to engage in unlawful, exploitative, abusive, discriminatory, retaliatory, unethical, unsafe, or labor law-violative conduct toward Assigned Employees.

CLIENT agrees to maintain a professional, lawful, and respectful working environment for Assigned Employees and shall refrain from:

CLIENT acknowledges that Assigned Employees remain employees of InsBOSS and are entitled to workplace protections consistent with applicable labor standards and internal workforce protection policies implemented by InsBOSS.

24. Reporting and Mediation Framework. InsBOSS may establish and maintain internal reporting, mediation, incident management, and workforce protection procedures for Assigned Employees assigned under the Flex VA program. Assigned Employees may report concerns relating to workplace misconduct, abusive conduct, unethical instructions, unsafe conditions, unreasonable operational demands, or other material concerns involving CLIENT or CLIENT representatives. Upon receipt of a good faith complaint, InsBOSS reserves the right to conduct an internal review, request information from CLIENT, facilitate mediation discussions, implement interim protective measures, reassign personnel, suspend services, or remove an Assigned Employee from the assignment where InsBOSS reasonably determines that continued deployment may expose the Assigned Employee or InsBOSS to legal, operational, ethical, reputational, or labor-related risks.

25. Limitation of InsBOSS Operational Liability. CLIENT acknowledges that InsBOSS does not directly manage or continuously supervise CLIENT's day-to-day operations, internal management practices, communications, or workplace interactions involving Assigned Employees. Accordingly, InsBOSS shall not be liable for CLIENT-directed operational decisions, workplace conduct, managerial actions, workflow demands, or instructions issued by CLIENT, except to the extent directly caused by the gross negligence or willful misconduct of InsBOSS.

26. VA Employment Documentation and Compliance. InsBOSS shall maintain employment agreements, policies, and workforce compliance documentation governing its relationship with Assigned Employees in accordance with applicable labor laws and internal workforce standards. CLIENT acknowledges that such employment relationship exists solely between InsBOSS and the Assigned Employee and does not create a direct employment relationship between CLIENT and the Assigned Employee.

Non-Solicitation. Without the prior written consent of the other Party, during the term of this Agreement and continuing through the fifth (5th) anniversary of the termination or expiration of this Agreement, neither Party shall directly or indirectly solicit or attempt to solicit for employment any persons employed by the other Party who are directly involved in carrying out the obligations of the Parties pursuant to this Agreement. The foregoing prohibition shall not apply to solicitations by means of general advertisements or media of broad circulation not specifically targeted at the employees of the other Party.

28. Non-solicitation, hiring, or unauthorized use of VAs. CLIENT acknowledges that InsBOSS incurs substantial sourcing, recruitment, screening, training, administrative, and marketing expenses with respect to its VAs and all of InsBOSS’ employees and affiliates, and that the identity, telephone number, address, skills, qualifications, references, and work history of each VA constitutes the trade secrets of InsBOSS. Accordingly, CLIENT and its agents, employees, divisions, parents, subsidiaries, affiliates and successors or assigns will not solicit, hire, or offer employment to, or otherwise directly or indirectly use the services of, on a full-time, part-time, or temporary basis, any VA or InsBOSS employees and affiliates who has been assigned to CLIENT, or any prospective VA who has been recommended or introduced to CLIENT as a result of InsBOSS, until the expiration of three (3) years after the termination of this Agreement. CLIENT acknowledges that violations of this section will cause significant damage to InsBOSS. Therefore, CLIENT agrees to pay InsBOSS $25,000.00 as liquidated damages for each violation of this section. If CLIENT violates this section while this Agreement remains in force, then CLIENT agrees that InsBOSS may immediately charge the $25,000.00 in liquidated damages to CLIENT’s credit card or bank account on file with InsBOSS. If CLIENT violates this section after the termination of this Agreement, then CLIENT agrees that InsBOSS may seek recovery of the $10,000.00 in liquidated damages, as well as injunctive relief, and any other legal or equitable relief to which it may be entitled. CLIENT shall be responsible to pay all attorney fees and costs incurred by InsBOSS.

29.1 Transfer of VA. If CLIENT desires to directly hire, offer employment to, or otherwise use the services of InsBOSS VA, or any prospective InsBOSS VA, regardless of the manner of introduction or recommendation to CLIENT as a result of InsBOSS, during or after this Agreement, CLIENT must: (1) notify InsBOSS in writing at least thirty (30) calendar days before CLIENT intends to hire, offer employment to, or otherwise use the services of the VA and (2) pay a $25,000.00 conversion fee for each VA. During the 30-day notice period, CLIENT must pay the Recurring Monthly Rate agreed. This monthly rate will be charged to CLIENT's credit card or bank account on file with InsBOSS until conversion of InsBOSS VA. The failure to do either of the above is a material breach of this Agreement and CLIENT shall pay InsBOSS $25,000.00 or InsBOSS's actual damages, whichever is greater, plus any attorney fees or costs. In addition, InsBOSS may seek injunctive relief and any other available legal or equitable remedies.

29.2 Relationship. The Parties acknowledges and agrees that InsBOSS is an independent contractor and that in no event shall it be, claim to be, or be deemed to be an employee, agent, or partner of CLIENT by reason of or concerning this Agreement or any services provided pursuant to this Agreement. Notwithstanding and without limiting the generality of the foregoing, InsBOSS agrees (a) to conduct itself strictly as an independent contractor pursuant to this Agreement, and (b) to comply with all applicable laws, rules, and regulations, including without limitation all laws, rules, and regulations governing the payment of federal and state income taxes, self-employment taxes, estimated taxes, sales, use and service taxes, and all other federal, state, local, and foreign taxes of any nature imposed with respect to any obligations pursuant to this Agreement or payments thereof.

29.3 Injunctive Relief. The parties agree that in the event of a breach of any provision of this Agreement, the aggrieved party may be without an adequate remedy at law. The parties therefore agree that in the event of a breach of any provision of this Agreement, the aggrieved party will be entitled to obtain injunctive relief. Both parties waive any requirement that a bond be posted as a condition to any injunctive relief. By seeking or obtaining injunctive relief, the aggrieved party will not be precluded from seeking or obtaining any other relief to which it may be entitled.

29.4 Entirety of Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement.

29.5 No Waiver. No waiver of any breach of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.

29.6 Jurisdiction and Venue. This Agreement shall be governed by, and construed under, the laws of the State of New York. Any dispute, suit, action, or proceeding arising out of or related to this Agreement shall be commenced in a federal or state court located in Nassau County, New York. The Parties to this Agreement: (i) irrevocably submit to the exclusive jurisdiction and venue of any such court in any such dispute, suit, action, or proceeding and (ii) irrevocably waive (to the extent permitted by applicable law) any objection which they now or hereafter may have to venue in these courts and any objection on the ground that any such dispute, suit, action, or proceeding has been brought in an inconvenient forum.

30. Legal Fees. In the event of any dispute, suit, action, or proceeding being brought for any breach of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and other costs.

31. Acts of God. If InsBOSS is prevented from performing its obligations under this Agreement by an act of God or by any other occurrence that is beyond the control of the parties to this contract, then it shall be excused from any further performance of its obligations and undertakings under this contract.

32. Effect of Waiver. The failure of InsBOSS to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one times be deemed a waiver or relinquishment of that right or power for all or any other time or times.

33.1 Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which together shall constitute one and the same instrument. The section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

33.2 Modifications

Any modifications to this Agreement shall be in writing and shall only be effective when such writing is signed and dated by both parties.

33.3 Severability

If any term or provision of this Agreement or the application thereof to any person or circumstance, at any time or to any extent, is held invalid, illegal, or unenforceable by a court of competent jurisdiction by reason of any rule of law or public policy, all other conditions and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transaction contemplated is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transaction contemplated hereby is fulfilled to the maximum extent possible.

33.4 Binding Nature

Each Party has read and understands this Agreement and consents to be bound by its terms and conditions. Each Party acknowledges that this Agreement has undergone several revisions based on the input of the Parties and their respective legal counsel and agrees that no presumption should arise favoring either Party by virtue of the authorship of any of its provisions.

InsBOSS shall serve as the legal employer of all assigned personnel (“Virtual Assistants” or “VAs”), and shall be solely responsible for:

The Parties expressly acknowledge and agree that Assigned Employees, Virtual Assistants ("VAs"), and all personnel deployed by InsBOSS remain employees or personnel of InsBOSS and shall not be deemed employees, agents, representatives, partners, or co-employees of CLIENT for any purpose, including but not limited to wages, benefits, retirement plans, workers' compensation, social security, tax obligations, healthcare benefits, leave entitlements, insurance coverage, separation benefits, or other employment-related claims.

CLIENT's authority with respect to Assigned Employees shall be limited solely to operational supervision, workflow management, task assignment, performance feedback, scheduling coordination, and direction of work necessary for the delivery of services contemplated under this Agreement. Such operational direction shall not be interpreted as creating a direct employment relationship between CLIENT and any Assigned Employee.

InsBOSS shall retain sole responsibility and authority over matters relating to: hiring and onboarding; payroll administration; compensation processing; statutory deductions and remittances; employment documentation; disciplinary administration; HR management; benefits administration; and termination decisions, subject to applicable laws and the terms of this Agreement.

CLIENT shall not represent, imply, or hold itself out as the direct employer of any Assigned Employee and shall not take any action inconsistent with the independent contractor and EOR structure contemplated herein.

The Parties further acknowledge that InsBOSS does not control or manage CLIENT's internal business operations, commercial activities, management decisions, regulatory practices, sales practices, customer dealings, or operational policies. Accordingly, CLIENT shall remain solely responsible for: compliance with laws applicable to CLIENT's business operations; operational supervision and workload management; industry-specific licensing and regulatory compliance; instructions issued to Assigned Employees; approval and use of work product; and all business decisions relating to CLIENT's operations.

Nothing in this Agreement shall be interpreted to authorize CLIENT to require Assigned Employees to engage in unlawful, unethical, unsafe, fraudulent, abusive, discriminatory, or labor law-violative conduct. InsBOSS reserves the right to investigate reported misconduct, implement workforce protection measures, and remove Assigned Employees from assignments where continued deployment may expose personnel or InsBOSS to legal, ethical, operational, or reputational risk.

The Parties expressly intend that this Agreement be interpreted consistently with applicable labor, employment, contracting, outsourcing, and independent contractor laws and regulations governing Employer of Record arrangements in the applicable jurisdictions.