Background

The parties agree to enter into this Agreement for the purpose of the Service Provider providing the Services as set in this Agreement (“Agreement”) to the Client.

Terms and Conditions

1. Services
   1. The Service Provider will provide the Services as specified in Item 1 of the Schedule or as agreed by both parties from time to time in writing.
   2. The Client will pay the Service Provider the Fees (where “Fees” means the fees set out in clause 4(a) and Item 2 of the Schedule) and media spends specified in clause 4, by the due dates.
   3. The Client and the Service Provider have agreed to enter an Agreement for a period of Month to Month starting on October 10th, unless this Agreement is terminated earlier in accordance with its terms.
   4. The Service Provider warrants that:
      1. it will provide the Services with due care, skill, and diligence, and in a timely and professional manner;
      2. the Services and any material provided to the Client pursuant to the Services, will not infringe any third party’s intellectual property rights; and
      3. it will comply with all applicable laws in respect of the subject matter of this Agreement, including without limitation, the Privacy Act 1988 (Cth).
2. Term
   1. The Services will commence on signed date. This Agreement shall continue thereafter until terminated by either parties (“Initial Term”).
3. Intellectual Property
   1. The Client acknowledges that:
      1. The Service Provider has valuable intellectual property, which it will use to provide the Services to the Client (“Background Intellectual Property”);
      2. Nothing in this Agreement is intended to diminish or otherwise affect the Background Intellectual Property or the Service Provider’s rights in respect of the Background Intellectual Property; and
      3. Nothing in this Agreement shall give the Client any ownership rights in the Background Intellectual Property or any other intellectual property rights of the Service Provider, whether such rights are registered or otherwise.
   2. Copyright and other intellectual property rights in any recommendation, action plans, or other documents (print and electronic), including but not limited to keywords, creative descriptions, design, documentation, and know-how, created by the Service Provider for the purpose of providing the Services (“Project Intellectual Property”) vests in the Client. To the extent that any Background Intellectual Property is incorporated into any Project Intellectual Property, the Client shall have a non-exclusive, irrevocable, worldwide, royalty-free licence (including the right to sub-license) to use such Background Intellectual Property.
   3. The Service Provider acknowledges that the Client may contribute its own intellectual property (“Client Intellectual Property”) to assist the Service Provider with the provision of the Services. Client Intellectual Property includes, without limitation, keywords, creative descriptions, or other intellectual property. All Client Intellectual Property contributed by the Client shall remain the property of the Client. To the extent the Service Provider requires use of the Client Intellectual Property in providing the Services, the Client grants the Service Provider a limited, royalty-free license to use the Client Intellectual Property for the term of this Agreement, to the extent necessary to provide the Services.
   4. Any search accounts created or maintained by the Service Provider for the purposes of providing SEM services to the Client shall be the property of the Client, and the Client shall have unfettered access to such accounts, both during the term of the Agreement and after its termination or expiry.
4. Fees and Media Cost
   1. The following fee structure is based on initial quoted cost. In addition to the Fees set out below, the Client will pay the Service Provider the media spend, determined and approved by the Client, for each month during the term of this Agreement.
      
      
      1. SEM Services Fees and Minimum Yearly Fee
         The SEM monthly fee structure payable under this Agreement is as set out below, with the SEM services monthly fee to be paid by the Client to the Service Provider.
      2. The Service Provider Onsite Marketing Services
         The Client has the option of obtaining these services at any point in time during the term of this Agreement as required by the Client, and the services will be provided by the Service Provider exclusive of the standard SEM fees, with any applicable or additional fee charged for the term of this Agreement.
      3. The Service Provider Customized Online Reporting Services
         The monthly service fee for customized online reporting services is $400. This fee covers 24/7 access to the Service Provider’s reporting system, regular data updates, and monthly analysis and reviews.
      4. SEO Consulting and Reporting Services
         The Service Provider will provide the Client with monthly SEO reports covering ranking, competitive metrics, and business metrics. In addition, the Service Provider’s SEO team will proactively identify opportunities and initiatives, provide gap analysis, and interpret SEO data at monthly review meetings, and will also be available to the Client for ad hoc consulting services, with the monthly scope to be determined and agreed by both parties. The Service Provider will scope and quote for all work for the Client's prior written approval before proceeding with any ad hoc consulting services.
   2. The Fees do not include any tax component and, unless specified, do not include disbursements or the price of search engine media. The Service Provider will charge disbursements to the Client at cost unless otherwise agreed.
   3. It is acknowledged by the parties that any tax payable on the Fees (including any goods and services tax (GST) shall be paid by the Client. If required by local law, the Service Provider must provide the Client with a tax invoice including any prescribed information.
   4. Any disbursements for incidental expenditures must be approved in writing by the Client before they are incurred, or the Client will not be liable to reimburse the Service Provider for those expenses.
   5. Fees and media cost for the then current month will be invoiced by the Service Provider to the Client at the beginning of that month.
   6. The Client will have thirty (30) days from the date of receipt of the invoice from the Service Provider to pay the invoice amount to the Service Provider. If the Client is in arrears more than sixty (60) days, the Service Provider may suspend or cancel future media bookings.
   7. Any Fees due but unpaid will bear interest at the rate of one percent (1.0%) monthly. Interest will accrue daily and be payable by the Client on written demand by the Service Provider.
5. Termination of Contract
   1. A party may terminate this Agreement with immediate effect by giving written notice to the other party if:
      1. that other party breaches any provision of this Agreement and fails to remedy the breach within twenty-one (21) days after receiving notice requiring it to do so;
      2. that other party breaches a provision of this Agreement where that breach is not capable of remedy;
      3. that other party notifies the first party, or the first party otherwise becomes aware of, an event falling under clause 5(b) occurring to that other party.
   2. Each party must notify the other party immediately if that party ceases to carry on business; that party ceases to be able to pay its debts as they become due; any step is taken by a mortgagee to take possession or dispose of the whole or part of that party’s assets, operations, or business; any step is taken to enter into any arrangement between that party and its creditors; any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, an administrator, or other like person of the whole or any part of that party’s assets, operations, or business, or where that party is a partnership, any step is taken to dissolve that partnership.
   3. Termination of this Agreement under this clause 5 (or any other clauses of this Agreement giving a party a right of termination) does not affect any accrued rights or remedies of either party.
   4. If this Agreement is terminated prior to November 10th, 2013, the Client will only be liable to pay the Fees and media spend to the Service Provider pro rata, up until the date of termination.
   5. Subject to paragraph (f) each party must, immediately following the expiry or earlier termination of this Agreement, return to the other party or destroy (at the other party’s option) all:
      1. Confidential Information; and
      2. other materials belonging to the other party; which is/are in the possession, custody, or control of the first party.
   6. Each party is entitled to keep copies of any Confidential Information for risk management and quality assurance purposes, and is entitled to retain its working papers that may incorporate such Confidential Information. Both parties acknowledge that any Confidential Information retained will be subject to the obligations of confidentiality specified in this Agreement.
   7. For the avoidance of doubt, clauses relating to the following survive any termination or expiration of this Agreement: taxes, insurance, warranties, indemnities, liability, intellectual property, confidentiality, privacy, dispute resolution, and consequences of termination or expiry; and any other provision of this Agreement which contemplates performance or observance following any termination or expiration of this Agreement.
6. Confidentiality
   1. The Service Provider and the Client agree to keep confidential all Confidential Information and data (in whatever form) regarding the other party’s business and the business of any of its associated companies or related bodies corporate.
   2. The Client and the Service Provider agree that, subject to any contrary policy or direction of the other party, they will keep secret and confidential and not publish, disclose, divulge, nor use any Confidential Information relating to the other party’s business, both during the period of this Agreement and after the termination of this Agreement. The obligations of the Client and the Service Provider pursuant to this clause shall subsist beyond the termination of this Agreement.
   3. The Client and the Service Provider agree that they will not memorize any Confidential Information for their own personal use, misuse or any other purpose not relating to the purposes and Services of this Agreement.
   4. The rights of each party pursuant to this clause are in addition to any rights that each party may have at law or in equity regarding confidential information or trade secrets.
   5. For the purposes of this Agreement, “Confidential Information” means any information that would at law or in equity be classified as the trade secrets or confidential information of a party, plus any other information relating to the businesses of either party or companies related to either party, including information regarding:
      1. the names, addresses, telephone numbers, and email addresses of either party’s clients, and all lists or other records containing this information;
      2. information regarding either party’s suppliers and contractors;
      3. financial and business information relating to either party, including, without limitation, business plans, financial data, online strategy, market analyses, market expansion plans, revenue, and profit analyses;
      4. information regarding remuneration, bonus entitlements, or commission of employees of either party; or
      5. technical information regarding either party’s products including without limitation, all implemented or planned product and services improvements or changes;
         
         provided that Confidential Information shall not include:
      6. information which was in the public domain prior to disclosure to a party;
      7. information which enters into the public domain other than as a result of a breach of this Agreement by either party;
      8. information which either party can prove was in its possession at the time of first disclosure by the other party, and was not acquired directly or indirectly from the other party; or
      9. information which either party received legitimately from a third party legitimately in possession of and having a right to disclose such information, and who was not under any obligation of confidentiality to the other party.
   6. For the avoidance of doubt, any access granted to the Service Provider to the Client’s data feed, Analytics or other similar data shall be considered access to Confidential Information and will be governed by the provisions of this clause 6 and this Agreement.
7. Relationship
   1. The relationship between the parties is one of principal and independent contractor. Neither party has the power, right, or authority to bind the other, or to assume or create any obligation on behalf of the other or in their name. Neither party may represent that it has any such right, power, or authority.
   2. Nothing in this Agreement is to be construed as constituting the parties as partners, or creating the relationship between them of employer and employee, or principal and agent, or joint venturers.
8. Non-exclusive Services and Exclusivity
   
   The Service Provider acknowledges and the Client accepts that the Service Provider does not provide services exclusively to the Client and can perform services for other persons and/or entities in direct competition with the Client.
9. Non-solicitation of the Service Provider’s employees by Client
   
   The Client agrees that it shall not solicit, canvass, or approach any employees of the Service Provider with the intent of obtaining the services or employ of any of the Service Provider’s employees. This restriction applies both during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement.
10. Notices
    1. Any notice to be given for the purposes of this Agreement shall be in writing, and may be served personally or sent by ordinary mail in a prepaid envelope to the address of the party specified in this Agreement, or such other address as that party may notify the other party in writing from time to time.
    2. A notice given personally shall be deemed served upon delivery, and a notice given by post shall be deemed to be served three (3) business days after posting, or if sent internationally shall be deemed to be served ten (10) business days after posting.
    3. Notice may be given by any authorized officer, employee, or agent of a party.
11. Waiver
    
    The failure or omission of a party at any time to enforce or require strict observance of or compliance with any provision of this Agreement will not operate as a waiver of the rights of a party, whether express or implied, arising under this Agreement.
12. Entire Agreement
    
    This Agreement constitutes the entire agreement of the parties in respect of the matters dealt with in this Agreement and supersedes all prior agreements, understandings, undertakings, and negotiations in respect of the matters dealt with in this Agreement.
13. Variation
    
    This Agreement shall not be changed or modified in any way subsequent to execution, except as agreed upon by both parties in writing, and such a variation is signed by authorized representatives of both parties.
14. Disclaimer
    
    The Client acknowledges that it has relied on its own knowledge and enquiries in connection with every aspect of the Services, and has not relied on any warranty or representation made by or on behalf of the Service Provider.
15. Governing Law
    This Agreement is governed by the laws of British Columbia and the parties agree to submit to the non-exclusive jurisdiction of the courts of British Columbia.
16. Insurance
    1. The Service Provider must effect and maintain the following insurance policies:
       1. public liability insurance with an indemnity of at least $10 million in respect of each claim, to be maintained for the period of this Agreement;
       2. professional indemnity insurance with an indemnity of at least $1 Million in the aggregate. The professional indemnity insurance must:
          1. indemnify the Service Provider for its liability to the Client for the Service Provider’s errors and omissions in respect of this Agreement; and
          2. be maintained for the period this Agreement is on foot and for a period of three (3) years after.
    2. All insurance policies must be effected with a reputable insurer.
17. Indemnification
    The Service Provider indemnifies the Client against any and all direct losses, including any damage, loss, cost, expense, or liability that the Client may suffer or incur, but excluding any consequential loss, indirect loss, or economic loss, to the extent only that such loss arises out of any claim made by a third party that the Services infringe any third party’s intellectual property rights.
18. Dispute Resolution
    1. This clause applies to any dispute or disagreement arising out of or relating to this Agreement.
    2. A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where:
       1. a party seeks urgent injunctive relief; or
       2. the dispute relates to compliance with this clause.
    3. A party claiming that a dispute has arisen must give written notice to the other party setting out the nature of the dispute (“Dispute Notice”).
    4. The parties must work together in the spirit of the strategic client relationship to resolve any dispute promptly. Specifically, within ten (10) business days of receipt of a Dispute Notice, the parties, represented by authorized representatives, must meet, either by phone or in person, to negotiate resolution of the dispute.
    5. If the parties are able to resolve the dispute, the resolution of the dispute will be documented and signed by both parties.
    6. If the parties follow the procedures above and are unable to resolve the dispute within twenty (20) business days, then either party may have recourse to litigation or other dispute resolution processes.
19. Assignment
    1. Subject to clause 19(b) of this Agreement, neither party may assign or novate this Agreement, or otherwise deal with the benefit of it or a right under it, without the prior written consent of the other party.
    2. The Client may, by prior written notice to the Service Provider, assign or novate this Agreement to any related body corporate of the Client, or purchaser of the assets of the Client. If requested, the Service Provider agrees to execute such documents as the Client may reasonably require, to formalize such assignment or novation at the cost of the Client.
20. Counterparts
    This Agreement may be executed in counterparts. All executed counterparts constitute one document.

SCHEDULE

Item 1. Description of Services

• Strategy development
  • Sector / Niche Keyword Research
  • Competition Research
  • National SEO Check-up Report
  • National Off Page Check-up Report
• Campaign planning and development
  • Decide on Keyword
  • Map Out Overall Site Plan
  • Prepare National Optimization
• Management and optimization
  • Obtain Current logins (if any)
• Technology to support campaign optimization
  • Google Places
  • Facebook (optional)
  • Twitter (optional)
  • Google+ Local
  • Google+ Pages
  • Proprietary Ranking Management Application
• SEO Services (Search Engine Optimization)
  • Change Page Titles to Reflect SEO Keyword Campaign
  • Change Meta Descriptions
  • Go though each page to ensure all content is optimized
• SEM Services (Search Engine Marketing)
  • Social Media Enhancement
  • Local & National Directory Submissions
  • High Quality & Relevance Backlink Creation
  • Reputation Management Monitoring

Item 2. Fees

• Initial Fee: $2,000 (CAD)
• Monthly Fee: $400 (CAD) (upon site completion and ranking)

Item 3. Targeted Keyword

• Initial Targeted Keyword - (Subject to change based ongoing analysis of keyword trends)