Well, I would not make an immediate decision. Are you the only VA she wants to recommend or are there others? I know marketing is a PIA but at least when you do your own you are researching whos these people are.
All client relationships aren't a match made in Heaven as we all know. What if you start working with one of her clients and it doesn't work out? Would you owe her anything anyway? Would she apply the credit (if you already paid) for the next client?
Also would every client need what you offer, how many clients does she have? To me I would want to know the answer to these questions.
These are some of the things you may want to think about. Have you Googled this lady, do you know anything about her background? I know everyone loves another stream of income. But I for one would rather pick my own clients. You can always ask to test drive it and see how it goes? For me the contract language would have to be very friendly to me. I always like an easy way out for my own protection.
Guess I'm just not that trusting of other people. My 2 cents only. Good luck whatever you choose to do.