has to be flexible because we not only create proposals for advertising contracts, but to secure events that we sell advertising for. I am especially happy with the willingness of the Proposal Kit Staff to assist me, they always go above and beyond the call of duty."
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.
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
company name Contract Addendum company name address address city state or province zip or postal code Phone phone number Fax fax number DATE. current date
Order contract reference number Bill To. company name address address city state or province zip or postal code Phone phone number Fax fax number For. Invoice. Product and or Service
Addendum. Contract #contract reference number Additional Services The following is request to amend the previous established and contracted relationship between company name and company name and is to act as an addendum to any existing contract or relationship established between the two parties. Authorized changes may also impact delivery dates and milestones. The undersigned party desires company name to provide the following additional goods and services. Total. Delivery Date Milestone Impact. 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 of the parties hereto. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Developers and their respective successors and assigns provided that Developers may not assign any of his obligations under this Agreement without Customers prior written consent. PAYMENT TERMS. Net days. 1. 5% Interest monthly on accounts past due days. ACCEPTANCE OF AGREEMENT. The above prices specifications and conditions are hereby accepted. The designer is authorized to execute the project or provide software as outlined in this Agreement. Payment will be made as proposed above.
Customers signature Title Date Developers signature Title Date
AGENCY EMAIL CREATIVE AND DESIGN SERVICES AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Agency and company name Customer Recitals A. Agency is in the business of providing Email Creative and Design services for fee. B. Customer desires to have Agency render certain Email Creative and Design Services the Services as set forth in the Specifications Exhibit C. Agency desires to render Email Creative Services as set forth in Exhibit B. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Agency hereby agree as follows.
1. Engagement of Services. Agency agrees to render to Customer Email Creative and Design Services including. a Create Insert Design Mockup and Comp Count design mockups and comps for all templates or content to be created or used in future Email Marketing Email Marketing Campaigns Ad hoc individual sending of email or any other use that the Customer deems significant and required in the Specifications. b Create final design concept for each template or content based on the feedback from the initial number of design mockups. Customer may request additional design mockups beyond the initial number of design mockups for an additional fee of Insert Rate for Additional Mockups per mockup. c Conduct compatibility testing for all templates or components across an agreed number of standard email clients. Standard email clients may include but are not limited to. Outlook Thunderbird Mac and PC Eudora Mac Mail Web based email clients Gmail Yahoo Hotmail Horde Open Web Mail and any others required in the Specifications. For the purpose of this Agreement compatibility testing shall be LIMITED to just the Email Creative Services templates or other components created by Agency under this Agreement. Agency is not responsible for the compatibility of any future content Customer may use in connection with the Email Creative and Design Services provided by Agency. Compatibility testing shall also be limited to current available builds of email clients and Agency shall not be responsible for how any template or content provided to customer renders or displays in future email clients.
d Demonstrate to Customer the results of all compatibility testing by either the use of screenshots sent to the customer or through live login to provided email account or email client. e Work with Customers marketing department in order to aid initial content creation and development and present results to Customer for approval. f Provide detailed accounting for all pre approved expenses associated with the services as described in the Specifications. Expenses may include but are not limited to. stock and royalty free photography third party testing services additional templates and source code any third party contractors or sub contractors required for fulfillment of the Specifications and all transportation courier or transit charges. g Audit all invoices and expenses provided by third party vendors to ensure accuracy. h Provide other services as Customer may request from time to time such as content creation assistance to Customers staff and employees market research analysis or additional project consulting. All services are subject to Agencys hourly rate of hourly rate per hour. i Execute all other creative and design services as agreed upon in Exhibit B. 2. Specifications. Agency agrees to develop the Email Creative and Design Services pursuant to the Specifications set forth in Exhibit attached hereto the Specifications All services not included in the Specifications shall be deemed to be extra and subject to the Agencys hourly billable rate. 3. Services Completion.
Agency will use reasonable diligence in the development of the Email Creative and Design Services and endeavor to deliver to Customer all agreed upon specifications or Milestones outlined in Exhibit 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. Agency will retain all creative source code original works files digital media and other intellectual property for the entire project and provide Customer with the output formats only. Customer shall retain all of its intellectual property rights in any logos graphics text images or other components it owns and transmits to Agency for use in fulfillment or creation of services. 4. Ownership Rights. a Agency shall endeavor to ensure that Customer shall be able to retain under the fullest extent under the law any and all intellectual property rights in any text images or other components created for Customer pursuant to this Agreement. b Customer agrees that any material content plan or idea prepared by Agency or submitted to Customer for approval at any stage that is not utilized at the termination of this Agreement shall remain the property of Agency. Customer agrees to return to Agency any materials it may have of Agencys such as artwork mockups comps text digital media film photos or any other physical embodiment of Agencys creative work performed while under this Agreement. c Upon termination or expiration of this Agreement Customer agrees to be solely responsible for any additional use of materials and advertisements created by Agency pursuant to this Agreement. Additional expenses may include but are not limited to. fees licenses translations royalties talent and other associated fees. Agencys obligation in 4. shall not apply with any respect to foreign use. 5. Compensation.
For all of Agencys services under this Agreement Customer shall compensate Agency in cash pursuant to the terms of Exhibit attached hereto. In the event Customer fails to make any payment referenced in Exhibit by the deadline set forth in Exhibit Agency has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement withhold all materials services and creative content administered by Agency on behalf of Customer or bring legal action. 6. Confidentiality. Customer and Agency acknowledge and agree that the Specifications and all other documents and information related to the engagement of marketing or advertisement development the Confidential Information will constitute valuable trade secrets of Agency. Customer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Agencys prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Agency to provide services or information that was provided to Agency by Customer for publication as requirement of fulfillment of the Specifications. 7. Limited Warranty and Limitation on Damages. Customer agrees to indemnify and hold Agency harmless with respect to any claim loss lawsuit liability or judgment suffered by Customer that results from the use of any material prepared or execution of service by Agency or at the direction of Agency that has been materially changed from the Specifications by any vendors employees advertisers publishers hosts radio and television broadcasts quotes testimonials print journalism or other third party entity. Customer further agrees to indemnify and hold Agency harmless with respect to any results display or rendering issues compatibility issues or any other design problem or issue resulting from the use of any Email Creative and Design Services template or content provided to Customer by Agency. Agency shall provide an example of how each email client or browser displays the Email Creative and Design Services to the Customer and also provide the opportunity to sign off with Customers approval of such. Demonstration that the Email Creative and Design Services render and display correctly in one particular email client or browser does not mean that they will display for every possible instance user or configuration that may exist. Customer further acknowledges that Agency is not responsible for interference from any recipients Operating System OS Web Browser Firewall Spyware Spyware Blocker Anti Spam or Anti Virus programs security settings network setting or anything else that may interfere with the Email Creative and Design Services Template or Content displaying properly and as intended. Agency agrees to obtain and or maintain in force for the length of this Agreement at Agencys expense an appropriate liability policy or policies having minimum limit of amount insurance coverage naming Customer as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation proceeding or suit against Customer by any regulatory agency or in the event of court action challenging any advertising or marketing service prepared by Agency Agency shall assist in the preparation of defense of such action and cooperate with Customer. Customer acknowledges that Agency is not responsible for the results obtained by Customer from any creative services advertising programs ideas or execution thereof. 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 Agency as set forth in Exhibit attached hereto.
7 Right of Refusal. Agency reserves the right to refuse any service at any time that appears to violate its Acceptable Use Policy AUP or appears to violate industry standards community standards or Local State or Federal Law. Agency will make available to Customer its AUP prior to the engagement of this Agreement. Agency reserves the sole right to determine what constitutes violation of its policies and procedures. 7 No Warranty on Results Obtained from Use of Services. Agency is not responsible for the results obtained from any of the services rendered under this Agreement. 7 Compliance with the CAN SPAM Act of 2003. Agency and Customer and all email campaigns or related communications sent on behalf of the Customer by the Agency or the Agencys agents or vendors must comply with the CAN SPAM Act of Controlling the Assault of Non Solicited Pornography and Marketing Act which establishes requirements for those who send commercial email. 8. Independent Contractor. Agency will be retained as independent contractor. Agency 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 Agencys behalf. Agency 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. Resources and Equipment.
Customer agrees to make available to Agency for Agencys use in performing the services required by this Agreement all logos graphics photos branding collateral items of hardware and software as Customer and Agency may agree are reasonably necessary for such purpose. 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 of the 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 inure to the benefit of Customer and Agency and their respective successors and assigns provided that Agency 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 Right to Withhold Content and Services. In the event Customer fails to make any of the payments set forth on Exhibit within the time prescribed in Exhibit Agency has the right to withhold further content and services performed for or on behalf of Customer until payment in full is made plus accrued late charges of 2% per month. 10 Indemnification. Customer warrants that everything it gives Agency to use in fulfillment of services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Agency harmless from any and all claims brought by any third party relating to any aspect of the services creative content or other content 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 the advertising or services. Further Customer agrees to indemnify Agency from responsibility for problems disruptions caused by third party services and contractors that Customer may use such as media buyers transportation merchant accounts shopping carts shipping hosting services real time credit card processing and other services that relate to the execution of the services by Agency as outlined in this Agreement. 10 Use of Services and Creative Content for Promotional Purposes.
Customer grants Agency the right to use the creative content description of services performed results of services and campaign data as it sees fit for promotional purposes. 10 No Responsibility for Theft. Agency has no responsibility for any third party taking all or any part of the content ideas or services provided to Customer by Agency. 10. 10 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. 11 Term of Agreement. This Agreement shall begin on start date and shall continue in full force until terminated by either party upon at least thirty days prior written notice.
The parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its 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 Agency Initials