Legal Contract Templates Pay Per Click (PPC) SEO Campaign Services Contract

How to write my Pay Per Click (PPC) SEO Campaign Services Contract document

PAY PER CLICK PPC SEARCH ENGINE CAMPAIGN SERVICES AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals A. Company has experience and expertise in the development of PPC Search Engine Campaign Strategies for Web Pages Web Sites and other Computer Networks. B. Customer desires to have Company develop and deploy PPC Search Engine Campaign Strategies custom programming keyword optimization and other services as outlined in Exhibit attached herein the Specifications C. Company desires to develop Customers PPC SEO Strategy and Services on the terms and conditions set forth herein SEO

Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of PPC Strategy PPC Campaign and Optimization Services. Company agrees to create install manage develop and employ custom PPC Advertising Network strategies according to the terms listed on Exhibit attached hereto. 2. Specifications. Company agrees to develop the PPC Campaign pursuant to the Specifications set forth in Exhibit B. 3. Delivery Dates and Milestones.

Company will use reasonable diligence in the development of the PPC Campaign and Strategy and endeavor to deliver to Customer all deliverables and milestones no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. Company will retain all documents source code keyword lists and other assets employed or created for Customer during the execution of this agreement. Customer will receive only the output formats of Companys work where applicable. The output is to be used only within the scope of the project as outlined in Exhibit A. Customer shall retain all of its intellectual property rights in any text images or other components it owns and delivers to Company for use in the PPC Campaign and Strategy rendered under this Agreement. 4. Services Provided. PPC Campaign and Strategy are intended to provide Customer with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. PPC Campaign and Strategies may include but are not limited to. * Current web marketing and web site evaluation. * Keyword research performance analysis and competition reports. * Evaluation of current web site performance and ROI Return on Investment metrics tracking including recommendations for additional ROI tracking or service to capture conversion rates and or tying advertising optimization PPC or any other SEO services to an ability to benchmark success failure of particular marketing activity. 4 PPC Keyword Selection Services. Company will provide comprehensive list of Insert Count of PPC Keywords keywords and phrases relevant to Customers desired search terms based upon but not limited to * Interview conducted with Customer and staff.

* Research conducted by Company. * Competitive analysis of keyword terms currently in market use. * Other customer provided analytics and metrics concerning sales conversion rates for particular terms or phrases. 4 PPC Campaign Components Implementation Ongoing Research and Reporting Services. Note The following are considered to be brief overviews of the services provided. For greater detail include individual campaign consideration in your specifications Exhibit The purpose of these summaries is to give the Customer an idea of what is being provided to them under this agreement in single reading. Advertising Copy. Company shall write based upon Customer interviews advertising copy that is designed to drive high click through rates to Customer web site based upon the various keywords identified and selected in section 4. 1. Click through rates shall be tracked and copywriting shall be adjusted based on these reports. Insert exclusions to copywriting and editing services or other disclaimers if any.

Campaign Budgeting. Company and Customer shall agree upon an initial budget for all PPC efforts including individual PPC advertiser allotments and thresholds for daily monthly PPC expenditures. Insert additional budgeting considerations restrictions or limitations if any. Campaign Creation and Implementation. Company shall set up independent PPC accounts in Insert who accounts will be set up with Company or Customer name with all agreed upon PPC Advertising Networks and subject to the agreed upon budgets listed in Exhibit B. Company shall create various campaigns with varying advertising copy keywords and demographic targeting based on the Companys research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser. Company may create special Web Pages landing pages to which all click through actions will be directed subject to the Specifications outlined in Exhibit B. Creative services rendered under this Agreement may be subject to separate Web Design and Development terms and conditions. All additional terms and conditions for design and development services shall be attached in Exhibit A. Insert additional campaign creation creative and implementation restrictions including maximum number of keywords pay per click engines overall maximum bids etc. Monitoring and Reporting. Company shall monitor and manage Customers PPC campaign and monitor CPC cost per click rates. Bids shall be adjusted in order to maximize the return on money spent on particular keyword in relation to its performance. Non performing keywords shall be removed from the PPC campaign based on the results of this reporting. CTR click through rate metrics shall be compared to any ROI tracking that the Customer may employ to track conversions sales or other calls to action or desired results that the Customer wishes to get from their PPC campaign. Reports shall be provided to Customer on Insert frequency of reporting daily weekly monthly quarterly basis.

Insert exclusions to reporting and other disclaimers if any. 4 ROI and Conversion Tracking Software. In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software Company will install update upgrade and configure the following software packages the Installation or the Software Company shall provide documentation and instructions to Customer on using all Software installed by Company. Company shall provide hours hours of training to Customer and turn over all disks CD ROMs digital media downloads links or other Software purchased for Customer under this Agreement to Customer. Company shall not be responsible for keeping copies back ups or any other form of the Software after turning over the original copies to Customer. Company will not maintain the Installation updates or any daily tasks required for the maintenance of the Software under this Agreement unless otherwise specified in Exhibit B. Company will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to Customer upon execution of this Agreement. 4 Service Disclaimers. Customer acknowledges the following with respect to services. a Company accepts no responsibility for policies of PPC Advertising Networks third party search engines directories or other web sites Third Party Resources that Company may submit to with respect to the classification or type of content it accepts whether now or in the future. Customers web site or content may be excluded or banned from any Third Party Resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third Party Resources under this Agreement. b Customer acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature. Company does not guarantee #1 position consistent positioning top positions or specific placement for any particular PPC keyword phrase or search term. Customer acknowledges that Companys past performance is not indicative of any future results Customer may experience. c Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion. PPC Advertising may be subject to the individual advertising networks policies and procedures. Each edit or change made to any resources employed by Company may repeat these inclusion times.

d Customer acknowledges that any of the PPC advertising networks search engines directories or other resources may block prevent or otherwise stop accepting submissions for an indefinite period of time. e Customer acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Company shall re submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used. f Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. Customer acknowledges that Company may not become aware of changes to third party resources industry changes or any other changes that may or may not affect PPC campaign or other SEO services. g Customer acknowledges that Company cannot guarantee the exact placement of Customers advertising; its availability or availability related to the funds in the Customers account. Customer is solely responsible for all advertising network fees and paid inclusion fees and must maintain adequate funds in any third party accounts in order to maintain inclusion in these resources. Consult Exhibit for complete list of advertising networks and Third Party Resources employed under this Agreement and an estimate of fees for specific keywords and other listings. h Company reserves the exclusive right for the duration of this Agreement to approve or disapprove any design strategies existing code or other techniques whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to the PPC campaign or other SEO strategies and the execution of Companys services under this Agreement. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment software services or resources owned by Company whether leased to Customer by Company or not and any Company personnel or staff from Customer location or bring legal action. 6. Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the development of PPC Campaign the Confidential Information will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 7. Limited Warranty and Limitation on Damages. Company warrants that the PPC campaign and other products and services will conform to the Specifications for period of thirty days from the date of acceptance by Customer. If the PPC campaign does not conform to the Specifications Company shall be responsible to correct such without unreasonable delay at Companys sole expense and without charge to Customer to bring services into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company does not warrant that all services will work on all platforms or in every circumstance. Customer acknowledges that Company will not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Customer in regards to these services. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. Note. When creating the Specifications in Exhibit make sure to clearly outline the services to be performed that you have control over. It is not recommended to put in expected results as Specification as you may not be able to then meet the terms of your Agreement and have it hold for the entire warranty period. If you do agree to terms you may not have control over in the Specifications consider removing the default 30 day warranty and specify there is no warranty. You should always agree only to Specifications you can complete. For example do not warrant that search engine submissions will give top results or that PPC rates for particular keyword will remain consistent; however do warrant that you performed the submissions per the guidelines of the specified search engines. 8. Independent Contractor. Company shall be retained as independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Equipment. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company agree are reasonably necessary for such purpose. Customer agrees to make available any access to services hosting ftp or other resources deemed necessary by Company to fulfill its obligations under this Agreement.

How to write my Exhibit E (Additional Services) document (alternate or related contract document)

EXHIBIT E ADDITIONAL SERVICES The project will contain the following additional services. A. Describe each additional service to be included in the project per the terms of the contract and proposal

How to write my Exhibit A (Payment Terms) document (alternate or related contract document)

Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer

C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.

5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees

B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month.

4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount B. Customer is billed at hourly rate per hour at the completion of each milestone.

C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP

G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals.

Card Number Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address

Company. company name Street. address address City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan.

Insert your pricing plan here. Discounts. Insert any discounts available here. Restrictions. Insert any restrictions here.

Writing the Exhibit B (Specifications) document (alternate or related contract document)

EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal

Writing the Social Networking Services Contract document (alternate or related contract document)

SOCIAL NETWORKING SERVICES AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals A. Company has experience and expertise in the development of social networking social networking platform strategies for web pages web sites and other computer networks. B. Customer desires to have Company develop and deploy social networking strategies and custom social networking site design social networking campaign provide custom programming and integration services and other services as outlined in Exhibit attached herein the Specifications C. Company desires to develop Customers social networking strategy and services on the terms and conditions set forth herein. Agreements

In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Development of Social Networking Strategy and Optimization Services. Company agrees to create install edit manage develop and employ custom social networking strategies according to the terms listed on Exhibit attached hereto. 2. Specifications. Company agrees to develop the social networking pursuant to the Specifications set forth in Exhibit B. 3. Delivery Dates and Milestones.

Company will use reasonable diligence in the development of the social networking services and endeavor to deliver to Customer all deliverables and milestones no later than delivery date. Customer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates. Company will retain all documents source code password lists and other assets employed or created for Customer during the execution of this agreement. Customer will only receive the output formats of Companys work where applicable. The output is to be used only within the scope of the project as outlined in Exhibit A. Customer shall retain all of its intellectual property rights in any text images or other components it owns and delivers to Company for use in the social networking services rendered under this agreement. 4. Services Provided. Social networking services are intended to establish for the Customer presence across multiple social networking platforms as outlined in Exhibit B. Services may include specific campaigns to drive traffic to or build membership in various social networking platforms as well as reporting results on an ongoing and timely basis. Social networking services may include but are not limited to the following. 4 Social Networking Site Selection. Company will provide comprehensive list of social networking sites and platforms based upon research completed by Company and presented to Customer that best suits the demographic Customer is trying to reach with its social networking efforts.

4 Social Networking Site Page or Account Creation Edits and Custom Programming. Company will create or edit Customers existing social networking site page or account as deemed necessary by Company in order to meet the goals as stated in the Specifications. Company will register Insert the social networking domain count additional domains to be used as gateways to improve social networking services. Registration shall be in Customers name and schedule of fees for maintaining the additional domains shall be billed to Customer accordingly. Company will create Insert additional campaigns additional campaigns for the purpose of targeting specific agreed upon demographics in order to drive interest in Customers social networking efforts. These campaigns will be placed in locations determined to be most effective and at Companys sole discretion. Company may employ proprietary techniques coding and other resources as it deems necessary to improve Customers social networking efforts. Company reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by Company. 4 Software.

Company will install update upgrade and configure the following software packages the Installation or the Software as required by the Specifications and provide documentation and instructions to Customer on using all Software installed by Company. Company shall provide hours hours of training to Customer and turn over all disks CD ROMs digital media downloads links or other Software purchased for Customer under this Agreement to Customer. Company shall not be responsible for keeping copies back ups or any other form of the Software after turning over the original copies to Customer. Company will not maintain the Installation updates or any daily tasks required for the maintenance of the Software under this Agreement unless otherwise specified in Exhibit B. Company will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to Customer upon execution of this Agreement. 4 Social Networking and Management Services. Company will manage Customers social networking accounts and pages as stated in the Specifications. Insert services related to specific social networking accounts and other disclaimers if used.

Company will create custom reports for social networking efforts and positioning of Customers social networking Site or other custom Pages created by Company under this Agreement. Company will provide detailed reports as required by the Specifications and shall endeavor to provide the reports to Customer in timely manner. Customer acknowledges that any reports provided by Company are to be considered estimates based on industry standard reporting software and techniques and shall never be construed as an exact counting of each and every submission. Insert exclusions to reporting and other disclaimers if any. Company will provide editing services and continue to adjust all Accounts Pages Fan Sites Business Sites and other media created under this Agreement for period of days days in order to increase the effectiveness of social networking services. Insert exclusions to editing services and other disclaimers if any. Company will create and employ the following third party tools for Customer. Insert specifics including number of keywords pay per click campaign maximum bids etc.

Insert additional services to be performed for Customer under this Agreement if any. Company will develop and maintain regular monitoring and reporting on social networking and Third Party Advertising Performance that is used in conjunction with the social networking Services. Reports will be provided to Customer on monthly basis. Customer acknowledges the following with respect to services. a Company accepts no responsibility for policies of third party social networking Sites Directories or other Web Sites Third Party Resources that Company may use with respect to the classification or type of content it accepts whether now or in the future. Customers social networking Sites Web Site or content may be excluded or banned from any Third Party Resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third Party Resources under this Agreement. b Customer acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature. Company does not guarantee #1 positions consistent positioning top positions or guaranteed placement for any particular social networking Site Keyword Phrase or Search Term s. Customer acknowledges that Companys past performance is not indicative of any future results Customer may experience. c Customer acknowledges that social networking and submissions can take an indefinite amount of time for results and inclusion unless paid advertising programs are employed. Each edit or change made to any resources employed by Company will repeat these times. d Customer acknowledges that any of the social networking sites or other resources may block prevent or otherwise stop accepting information for an indefinite period of time. e Customer acknowledges that any search engine may drop social networking sites from its database for no apparent or predictable reason. Company shall adhere to the current policies of the social networking site in question and whether pay inclusion programs are being used. f Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the social networking services and the execution thereof under this Agreement. Customer acknowledges that Company may not become aware of changes to Third Party Resources industry changes or any other changes that may or may not affect social networking services.

g Customer acknowledges that some of the Third Party Resources offer only paid inclusion programs that require fee or continued maintenance or performance fees. Customer is solely responsible for all paid advertising fees and must maintain adequate funds in any third party accounts in order to maintain inclusion in these resources. Consult Exhibit for complete list of Third Party Resources employed under this Agreement and an estimate of fees for specific advertising keyword targets and other listings. h Company reserves the exclusive right for the duration of this Agreement to approve or disapprove any design strategies existing code or other techniques whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to social networking and the execution of Companys services under this Agreement. 5. Compensation. For all of Companys services under this Agreement Customer shall compensate Company in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Company has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment software services or resources owned by Company whether leased to Customer by Company or not and any Company personnel or staff from Customer location bring legal action. 6. Confidentiality.

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the development of social networking the Confidential Information will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Companys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 7. Limited Warranty and Limitation on Damages. Company warrants that social networking products and services will conform to the Specifications for period of days from the date of acceptance by Customer. If social networking services do not conform to the Specifications Company shall be responsible to correct social networking services without unreasonable delay at Companys sole expense and without charge to Customer to bring social networking services into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer. Customer waives any other warranty express or implied. Customer acknowledges that Company does not warrant that social networking services will work on all platforms. Customer acknowledges that Company will not be responsible for the results press reputation productivity or any other measurable metric not specified in Exhibit obtained by Customer on social networking services. Customer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Company as set forth in Exhibit attached hereto. Developers note. When creating the Specifications in Exhibit make sure to clearly outline the services to be performed which you have control over. It is not recommended to include expected results in Specifications as you may not be able to then meet the terms of your Agreement and maintain results for the entire warranty period. If you do agree to terms you may not have control over in the Specifications consider removing the default 30 day warranty and specify there is no warranty. You want to ensure to always agree only to Specifications you can complete. For example do not warrant that social networking sites will list any campaign in the top results on search but do warrant that you performed all content creation and distribution of content per the guidelines of the specified social networking platforms. 8. Independent Contractor.

Company shall be retained as an independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax social security tax or any other payroll taxes on Companys behalf. Company understands that its staff will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits including without limitation workers compensation or unemployment insurance. 9. Equipment Access. Customer agrees to make available to Company for Companys use in performing the services required by this Agreement such items of hardware and software as Customer and Company agree are reasonably necessary for such purpose. Customer agrees to make available any access to services hosting ftp or other resources deemed necessary by Company to fulfill its obligations under this Agreement. 10. General Provisions. 10 Entire Agreement.

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 10 Binding Effect. This Agreement shall be binding upon and enure to the benefit of Customer and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Customers prior written consent. 10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement.

10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Company which consent can be withheld for any reason. 10 Right to Remove Resources. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Company has the right to remove any social networking resources under Company control until payment is paid in full plus accrued late charges of 2% per month. 10 Indemnification. Customer warrants that everything it provides Company to employ in social networking services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of social networking services including but without limitation any and all demands liabilities losses costs and claims including attorneys fees arising out of injury caused by Customers products services material supplied by Customer copyright infringement and defective products sold via social networking services. Customer agrees to indemnify Company from responsibility for problems disruptions caused by third party services that Customer may use such as merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the ownership and operation of social networking resources.

10 Use of Material for Promotional Purposes. Customer grants Company the right to use its work in producing social networking services for promotional purposes and or to cross link it with other advertising developed by Company. Customer grants Company the right to list reference or otherwise identify Customer as client of Company in Companys advertising and marketing. 10. 10 No Responsibility for Loss. Company will have no responsibility for any third party disrupting intruding or copying files in part or in whole on all or any part of the work performed for social networking services. Company is not responsible for any down time lost files improper links or any other loss that may occur in the operation of social networking services under this Agreement. 10. 11 Right to Make Derivative Works. Company will have the exclusive rights in making any derivative works from any of its work practices coding programming or other work in regards to social networking services. 10. 12 Attorneys Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. 10. 13 Identification of Company. Customer agrees that Company identification may be annotated and remain within the code or on the Pages social networking Site or Web Site as the authors. Customer also agrees to put Companys copyright notices on social networking services and the relevant content therein. 10. 14 Transfer of Rights. In the event Company is unable to continue maintenance of social networking services non exclusive rights to social networking services will be granted to Customer. Transfer of Rights does not apply to non transferable third party licenses and proprietary Material owned by the Developers. 10. 15 Domain Name.

Any domain name registered on Customers behalf will be made in Customers name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name. Customer is responsible for renewing Customers domain name. Both parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed company name

By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Company Initials