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SEARCH ENGINE OPTIMIZATION RESELLER 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"). Company has experience and expertise in the development of Search Engine Optimization ("SEO") Strategies for Web Pages, Web Sites and other Services. Customer desires to resell Company Search Engine Optimization Strategies, custom programming, keyword optimization and other SEO services as well as engage Company to help create and develop custom SEO strategies according to the terms listed on Exhibit A attached hereto.

In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:

Right to Resell

Subject to the terms and conditions of this Agreement, Company grants the Customer a non-exclusive right to resell its SEO products and services to the Customer's clients.

Representation

The Customer shall maintain a sales office for product and service promotion and is responsible for all costs incurred for the promotion and sale of Company products and services. The Customer shall conduct business in its own name and shall not represent itself as an employee or agent of the Company. Prospects may be registered with the Company and will be protected for ninety (90) days.

This protection may be renewed at the Company's discretion for a further ninety (90) days.

End User Pricing

End User pricing for SEO products and services provided by Company and Customer Compensation is outlined on Exhibit A, attached, and is subject to change at the sole discretion of the Company.

Compensation

Terms of payment are C.O.D. unless credit approval has been granted by the Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. The Company reserves the right to revoke any credit extended if payment is in arrears or delinquent for more than thirty (30) days.

Services Provided

SEO services are intended to provide Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis.

SEO services may include, but are not limited to:

1 Keyword Selection

Company will provide a comprehensive list of Insert Keyword and Phrases Count keywords and phrases relevant to the desired search terms for Customer's client. Customer will conduct an initial interview with Customer's client to ascertain the initial starting list of keywords and target phrases. Company shall conduct its own research and provide to Customer an expanded list of potential keywords to present to Customer's client.

2 Web Page Creation, Edits and Custom Programming

Company will create or edit existing Web Pages to include Custom HTML tags, content, text or other elements as deemed necessary by Company in order to aid submissions to selected search engines and directories. Company will register Insert Domains to be Registered Count additional domains to be used as gateways to improve SEO services. Registration shall be in Customer's name and a schedule of fees for maintaining the additional domains shall be billed to Customer accordingly. Company will create Insert Web Page Count additional Web Pages for the purpose of targeting specific agreed-upon keywords or phrase searches relevant to Customer's Web Site.

These Web Pages will be placed in locations determined to be most effective and at Company's sole discretion. Company may employ proprietary positioning techniques, coding and other resources, as it deems necessary to improve Customer's positioning. Company reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by Company.

3 Software

Company will install, update, upgrade and configure 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 Services

Company will individually submit Customer's Web Pages to the search engines and directories as stated in the Specifications. Insert services related to paid inclusion programs and other disclaimers (if used). Company will create custom reports for traffic and positioning of Customer's Web Site, Web Pages and any additional Web Sites or custom Web 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 a 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 Web Pages, keywords and other media created under this Agreement for a period of Days days in order to increase the effectiveness of SEO 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 engines, 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 search engine placement and SEO performance. Reports will be provided to Customer on a Insert Frequency of Reporting weekly/monthly/quarterly basis.

Customer acknowledges the following with respect to services:

Company accepts no responsibility for policies of 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. Customer's 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. Customer acknowledges that due to their nature, many of the resources Company may employ under this Agreement are competitive in nature.

Company does not guarantee #1 positions, consistent positioning, "top 10 positions" or guaranteed placement for any particular keyword, phrase or search term. Customer acknowledges that Company's past performance is not indicative of any future results Customer may experience. Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion, unless paid inclusion programs are employed.

Each edit or change made to any resources employed by Company will repeat these inclusion times. Customer acknowledges that any of the search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time. Customer acknowledges that 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. 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 SEO 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 SEO services.

Customer acknowledges that some of the Third-Party Resources only offer paid inclusion programs that require a fee or continued maintenance or performance fees. Customer is solely responsible for all paid inclusion fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources. Consult Exhibit B for a complete list of Third-Party Resources employed under this Agreement and an estimate of fees for specific keywords and other listings.

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 SEO and to the execution of Company's services under this Agreement. Insert Copyright restrictions, including whether Company, Customer or Customer's clients (e.g. any third party) retain copyright to the SEO pages, keyword lists, reports, content or any other items created or rendered as a service under this Agreement. Any domain name(s) registered on Customer's behalf will be made in Customer's name for both the billing and administrative contacts.

The technical contact is generally required to be the hosting ISP or Domain Registrar. Customer is responsible for renewing all Customer domain names. "Customer Domain Names" shall mean all domains requested in writing to be registered by Company for the Customer. During the term of this Agreement Company may register its own domain names for its use in fulfilling its duties and obligations.

All domain names registered by Company for Company use under this Agreement shall remain the rightful property of the Company.

Non-Disclosure

Proprietary Information exchanged here forth shall be treated as such by the Customer and held in the strictest confidence. This information shall include, but not be limited to, the provisions outlined in this Agreement, SEO product and services information, pricing, source code, company practices, methodology and procedures, SEO strategies, techniques and all other practices deemed by the Company to be considered proprietary and/or confidential information. The Customer further agrees to not distribute, decompose, disassemble, decode or reverse engineer any Company program delivered to the Customer or any portion thereof without prior written approval of the Company.

Transfer of Rights

The Customer may not assign or transfer this Agreement, in whole or in part without the prior written consent of the Company. In the event that the Customer contemplates whole or partial sale of its business, ownership change, or a change in its jurisdiction, the Customer shall notify the Company by mail, facsimile or email no less than sixty (60) days prior to the effective date of the event.

Term of Agreement

The term of this Agreement is twelve (12) months from the date of execution by the Company. This Agreement shall be continuously renewed every twelve (12) months unless the Customer notifies the Company in writing thirty (30) days prior to the expiration date.

Termination

The Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice to the Customer from the Company of said failure, 2) appointment of Receiver or upon the filing of any application by the Customer seeking relief from creditors, 3) upon mutual agreement in writing of the Company and Customer.

Disputes

If legal proceedings are commenced to resolve a dispute arising out of, or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

Indemnification

The Customer shall indemnify and hold the Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against the Company directly or indirectly arising from or in connection with Customer's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by the Customer.

Limited Warranty

The Company warrants that the product will substantially perform the functions or generally conform to the specifications published by the Company for the product. If it is determined that the product does not operate according to such documentation, the Company's only responsibility will be to use reasonable efforts, consistent with industry standards, to correct the defect.

Force Majeure

Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of nature, strikes, embargoes, fires, war or other causes beyond their reasonable control.

Binding Effect

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State state, without regard to conflicts of law principles. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

Both 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: