Free virtual assistant contract template
with every clause that protects both sides.

Why it matters: Courts require identifiable parties with legal capacity for contract formation. A personal name where a business entity should sign, or a signatory without authority to bind the company, can void the agreement or direct liability to the wrong person.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory role is specified.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders the contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: "Administrative support" covers an enormous range of work. Without specifying the categories of tasks included — inbox management, scheduling, data entry, research, bookkeeping support — a client may expect a VA to handle tasks the VA never agreed to perform, and at no additional charge.

What Clausio checks: That included task categories are listed, that tasks explicitly excluded from scope are identified, and that a change-order or out-of-scope pricing mechanism exists for tasks added after signing.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Without agreed compensation terms, a VA's fallback on a disputed invoice is quantum meruit — the reasonable value of services — which requires litigation to establish. VA engagements often run over the agreed hours; without a written rate for additional hours, clients may dispute paying for the overage.

What Clausio checks: That the hourly rate or monthly retainer, included hours, overtime or additional-hour rate, invoicing schedule, and late-payment consequences are all specified.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. NYC-based VAs on contracts over $800 may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928). [Confidence: medium for Restatement; NYC statute high]

Why it matters: A VA typically accesses email inboxes, cloud storage, CRMs, scheduling tools, and sometimes financial platforms. Without a written access clause specifying which systems, at what permission level, and for what purpose, the scope of authorized access is undefined — creating both security risk and legal ambiguity if a dispute arises over what the VA was permitted to do.

What Clausio checks: That specific systems are listed, that access is limited to tasks within scope, that the VA is prohibited from downloading or retaining client data beyond what is needed for the work, and that security requirements (strong passwords, no public networks) are addressed.

Legal basis: The Computer Fraud and Abuse Act (CFAA), 18 U.S.C. § 1030, prohibits exceeding authorized access to computer systems. A written access clause defines the boundaries of authorization — relevant if a dispute arises over what the VA was permitted to access or retain. [Confidence: medium — CFAA application to credentialed-access disputes is fact-specific]

Why it matters: VAs routinely handle sensitive information: financial records, customer lists, personal calendars, private correspondence, and business strategy. Without a confidentiality clause, the client's only remedy for unauthorized disclosure is trade secret law — a harder standard than breach of contract, requiring proof that the information qualifies as a trade secret.

What Clausio checks: That confidential information is defined, the VA's obligations are stated, and a DTSA whistleblower-immunity notice is included (required to preserve eligibility for exemplary damages and attorney's fees under 18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC.

Why it matters: VA engagements are particularly prone to misclassification risk because they often involve detailed daily task assignments, set availability windows, and ongoing exclusive relationships — all factors the IRS weighs toward employee status. Documenting the IC factors in the contract does not guarantee IC status, but it creates a stronger paper trail and forces both parties to structure the relationship appropriately.

What Clausio checks: That the agreement states IC status, specifies that the VA controls their own methods and works for multiple clients, uses their own equipment, and is responsible for their own taxes and insurance. Flags IC language that is contradicted by other terms (e.g., a strict daily availability requirement).

Legal basis (high confidence): IRS Common-Law Test — three categories: (1) behavioral control, (2) financial control, (3) type of relationship. No single factor is determinative. IRS guidance. California applies the ABC test (Lab. Code § 2750.3 / AB5), which is significantly stricter. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — same multi-factor agency test applies to IC classification.

Why it matters: A VA who has downloaded client data — contact lists, financial records, email archives — to their own device holds that data after the engagement ends unless the contract requires them to return or destroy it. This is a privacy and security risk for the client, and in some industries may have regulatory implications.

What Clausio checks: That the contract requires the VA to return or certify destruction of all client data on termination, within a specified number of days, and that access to all client systems is revoked immediately.

Legal basis: General contract law — a written data-return obligation creates a clear contractual duty enforceable by injunction or damages. Where client data includes personal data of customers, state privacy laws (e.g., California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq.) may impose separate obligations on the party controlling the data. [Confidence: medium — state privacy law applicability depends on data type and volume; legal advice required for specific situations]

Why it matters: Without termination provisions, ending a VA engagement may require proving material breach — which means litigation if the other side disagrees. A short notice period (typically two to four weeks) gives both sides time to transition without leaving the client with no administrative support and the VA without income.

What Clausio checks: That the agreement specifies a start date, renewal or at-will continuation terms, grounds for termination with and without cause, notice periods, and what compensation is owed through the termination date.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation of expected benefit and adequacy of damages. [Confidence: medium — Restatement persuasive authority]

Why it matters: A VA acting on a client's behalf — sending emails, managing vendor relationships, handling scheduling — could make a mistake that causes the client measurable harm. Without a liability cap, the VA could face claims for damages that far exceed the fees paid. A mutual cap set at the total compensation paid is standard in professional-services agreements.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits) are specified. Flags if there is no cap or if it is one-sided.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Without a governing-law clause, courts apply conflict-of-laws rules that may select a state whose IC classification or data-privacy rules differ from what both parties expected. Without a dispute resolution clause, a retainer fee dispute defaults to state-court litigation.

What Clausio checks: That governing law and venue are specified, and that a dispute resolution mechanism is named.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses.