Marketing Web Performance Optimization

MARKETING WEB PERFORMANCE OPTIMIZATION AGREEMENT

This Marketing Web Performance Optimization Agreement (the Agreement) is entered into as of Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in the business of measuring, analyzing, and improving website performance, user experience, and marketing-driven technical optimizations; and

WHEREAS, Client desires to retain Service Provider to perform web performance optimization services to improve marketing conversion metrics, site speed, and measurement accuracy under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the parties agree as follows.

PARTIES' CONTACT INFORMATION

Individual    Corporation    LLC    Partnership    Other:

Individual    Corporation    LLC    Partnership    Other:

SCOPE OF WORK

Service Provider shall perform the following services to optimize Client's marketing-driven web performance. The primary objective is to improve page load metrics, reduce time-to-interactive, increase reliability of marketing measurement, and improve conversion rates through technical and analytical optimizations.

PAYMENT TERMS

Client shall pay Service Provider the fees described below in consideration for the Services.

Payment due within days of invoice. Late payments shall accrue interest at the greater of % per month or a flat late fee of .

TERM AND TERMINATION

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon delivering written notice to the other party at least days prior to the effective termination date. Either party may also terminate immediately for material breach if the breaching party fails to cure such breach within 15 days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all Services performed and expenses incurred up to the effective date of termination and for any non-cancelable commitments properly incurred by Service Provider in furtherance of the Services.

CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not disclose or use any Confidential Information of the other party (the Disclosing Party) except as necessary to perform obligations under this Agreement. "Confidential Information" includes nonpublic business information, technical data, trade secrets, analytics, and any information identified as confidential at the time of disclosure.

The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party; (c) is obtained by the Receiving Party from a third party without breach of any obligation to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Receiving Party may disclose Confidential Information when compelled by law, provided it gives prompt notice and cooperates with reasonable protective measures.

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Client retains ownership of its pre-existing data, content, and intellectual property. Service Provider retains ownership of its pre-existing tools, methodologies, templates, and code. To the extent Service Provider creates work product specifically for Client under this Agreement, such deliverables shall be treated as works made for hire and ownership shall vest in Client upon full payment, except that Service Provider may retain and use aggregated, de-identified performance data for benchmarking and internal optimization purposes.

Both parties will comply with applicable data protection laws when processing personal data. Service Provider will implement commercially reasonable technical and organizational measures to protect Client data.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve any dispute arising under this Agreement through good faith negotiation. If unresolved within 30 days, the dispute may be submitted to binding arbitration in accordance with the commercial arbitration rules in the chosen jurisdiction, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent actual or threatened misappropriation of intellectual property or Confidential Information.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties and supersedes all prior discussions and agreements relating to the subject matter herein. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Independent Contractor: Service Provider is an independent contractor and not an employee, agent, or partner of Client. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted by this Agreement shall be in writing and sent to the addresses set forth in the Parties' Contact Information section above.

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