NEW SERVICE AGREEMENT
This agreement is made and effective this (MM/DD/YY),
BETWEEN: (the "Client"), a corporation with an address at:
AND: Rank Above Others, Inc (the "Provider"), a corporation organized and existing under the laws of the Texas, with its head office located at:
500 N Shoreline BlvdSuite 706Corpus Christi, TX 78401
Client is an automotive electronics and audio vendor located in Acworth, GA. Customers are primarily out of Georgia but are not exclusive to this region. Client is just over 2 years
Sources of customers vary and financing is a big factor. Alternative and additional methods of revenue must be obtained as other factors are implemented for better ROI.
Provider will first complete a thorough research, analysis and audit of existing campaigns in Facebook. This process is normally already started before an agreement has even been signed. Historical data found in ad campaigns are extremely critical to the future success of clients managed by Provider. Without knowing and understanding past data points, it is difficult to curate an accurate action-plan for new campaigns.
2. FEE SUMMARY
Satisfaction guaranteed. Website redesign is rendered only if Client approves offer. Initial investment will be covered by Provider. If client is unsatisfied with results, Provider will WAIVE the balance 100%.Client may begin paying balance at a minimum of $1,000/m starting January 15, 2021 until balance cleared.
Offered first is the Digital Brand Analysis/Consultation. Service is completed within 3-5 days, which includes setting up brand new campaigns and improving any existing campaigns Client wants active. The one-time payment covers the first month of services.
The Website Redesign is a special offer for clients who have a promising future. It is Provider’s way to invest into the Client by footing the bill on the design build first to prove value. If the redesign proves successful and Client is satisfied, repayment for rendered service can begin at a later date whether in full or via payment plan.
If a redesign is agreed, a demo site will be provided to Client for review and approval before going live. All changes and modifications will be completed before going live.
The service will also include Lead Generation Funnel + Automation Integration to be completed in 6-8 days. This Package includes Digital Audit (website, Google Business, Social Media, Maps…), 1 Practice Area/Niche Focus, Lead Generation Management (includes $100/m ad spend credit), Lead Gen Funnel & Optimization, Ad Engine (Google Business, Maps & Facebook), Autoresponder - 1 Message, Newsletter Management (this is for when leads opt-in, we need to be able to follow up), Monthly Reporting and requires a 6-Month Agreement.
After the website redesign is completed and approved the service provider will proceed with Complete Migration From Wix To Shopify to be completed in 1-2 days, which will include the Acima Integration.
3. FINANCIAL TERMS
Provider will provide such services to Client upon the terms and subject to the conditions hereinafter contained below. Clients may discontinue services at any time.
Other charges (if applicable): All additional work outside of project scope is billed hourly based on the type of service required. The following are rates for such services: content curation - $40/hr, graphic design - $55/hr, developmental coding - $100/hr, troubleshooting - $100/hr, video editing - $150/hr, business consultation - $250/hr. These charges are billed at the end of the month or when the work request is complete.
4. AGREEMENT FOR SERVICES
For the avoidance of any doubt, it is hereby stated that the parties intend and agree that this Agreement shall be treated for all purposes as an agreement for contracted services between the parties, and it does not create an employer and employee relationship. Unless failure to deliver services rendered by Provider, there are no refunds whatsoever due to time, energy and expertise utilized to develop, deliver or provide new content and other intellectual property on Client’s behalf. Service(s) may be canceled, but not refunded.
5. DELIVERY DATE
Client will not hold Provider accountable to the estimated delivery date due to circumstances such as additional requests, changes/implementation or delays caused by Client response or payment. Reasonable delays may occur unexpectedly and extended completion dates will not be a violation of this agreement nor terms of termination. Client may still cancel the project at any time but will not be due for a refund on payments made up to that date.
Provider recognizes and acknowledges that the leads, clients, software systems, including specifications, programs and documentation, the methods and data which Client owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of Client. Provider also recognizes that Client's customer lists, supplier lists, proposals and procedures are confidential and are the property of Client. Provider further recognizes and acknowledges that in order to enable Client to perform services for its clients, those clients may furnish to Client confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Client depends upon, among other things, Client and its Providers keeping such services and information confidential. All of these materials and information including that relating to Client's systems and Client's clients, will be referred to below as "Proprietary Information."
Provider agrees that, except as directed by Client, and in the ordinary course of Client's business, Provider will not at any time, whether during or after Provider's employment with Client, disclose to any person or use, directly or indirectly, for Provider's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Provider or otherwise coming into Provider's possession or control. Provider agrees that the provisions of this paragraph shall survive the termination of this Agreement.
Upon request, Provider shall promptly deliver to Client any and all Property of Client including Property in the possession or control of Provider's employees, services providers, affiliates and contractors. All copies of materials or software obtained from Client shall be either returned to Client or permanently deleted at Client's direction. 9. OWNERSHIP
Provider hereby assigns and agrees to assign to Client or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Provider's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Provider has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to Client, or with the use of the time, material or facilities of Client or relating to any actual or anticipated business, research, development, product, service or activity of Client known to Provider while employed at Client, or suggested by or resulting from any task assigned to Provider or work performed by Provider for or on behalf of Client, whether or not such work was performed prior to the date of this Agreement.
Provider agrees that because of the confidential and sensitive nature of the Proprietary Information and because the personal use of, or even the appearance of the personal use of, the Proprietary Information in certain circumstances may cause irreparable damage to Client and its reputation, or to clients of Client, Provider shall not, until the expiration of 2 years after the date on which Provider's employment with Client terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of Client to any customer or prospect of Client.
11. INJUNCTIVE RELIEF
Provider acknowledges that disclosure or personal use of any Proprietary Information by Provider or breach by Provider of any of the covenants will give rise to irreparable injury to Client, or clients of Client. Provider also agrees that this injury to Client, or clients of Client, would be inadequately compensated in money damages alone. Accordingly, Client or, where appropriate the client of Client, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure or personal use of any Proprietary Information by Provider, in addition to any other legal remedies which may be available. Client further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Provider from earning a reasonable livelihood since Provider's experience and capabilities would be such that in the event that Provider's employment with Client terminates for any reason, Provider will be able to obtain employment in business activities which are not restricted by this Agreement.
Client and Provider agrees to hold the other party harmless from all losses, liabilities, damages, cost and expenses (including reasonable attorney's fees), arising from the enforcement of this agreement.13. GENERAL
This Agreement contains the entire understanding between Client and Provider relating to the subject matter of confidentiality, work product and non-competition. This Agreement shall be governed by and construed in accordance with the laws of Texas, and may be modified only by a writing signed by Provider and Client. Provider hereby consents to the exclusive jurisdiction of the courts of the United States sitting in Texas. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of service no less than two years from the date of termination.
IN WITNESS HEREOF, each party to this Agreement has caused it to be executed on the date indicated above.
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Signed by Van Lam
Signed On: May 2, 2023
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Document Name: NEW SERVICE AGREEMENT
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