Pay Per Click Services Agreement

Pay Per Click Services Agreement

Pay per click service agreement made on the between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Agent.

Whereas, Client desires to increase the online presence of its product or service ; and

Whereas, Agent desires to increase Client’s online presence; and

Whereas, Client desires to engage Agent as an independent contractor for the purpose of set up, configuring, and explaining Pay Per Click advertising (hereinafter referred to as PPC) for the Client; and

Whereas, Agent desires to enter into such an engagement pursuant to the terms of this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The Client hereby authorizes the Agent to sign up with and access PPC service providers for the Client. The Client agrees to provide the Agent with full access to the Client's account, and any other programs and accounts needed for the PPC that are included as part of the Client's Service Agreement. The Client also authorizes the Agent to submit the complete PPC to the World Wide Web. The Client further authorizes the Agent to reserve the right to use outsourcing and assign subcontractors to complete tasks as needed.

2. Development: The Agent will include, but not be limited to, the following elements for the Client in carrying out the terms of this Agreement:

A. Setting up PPC account(s) for the Client with a keyword research for up to relevant keywords to build PPC campaigns on;

B. Produce campaigns and ad copy for selected keywords;

C. Set monthly and daily budgets within the Client’s budget requests.

D. Optimize initial ad placement.

E. Produce additional ad copy, at the Agent's discretion and as it sees fit, for split testing on ad groups.

F. Make reasonable efforts to explain, coach, and/or show Client and/or Client's marketing representative the process to run the established PPC account(s).

3. Agent will allow the maximum amount of time of hours to perform the total development for the set price in this agreement for the initial PPC setup, explanation, and coaching. An additional hours maximum time will be allowed for each additional PPC provider setup, explanation, and coaching. If the Client needs or request additional time above the maximum set limits, the rate will fall into the Agent's hourly rate of $ billed in minute increments.

4. The Agent will make reasonable efforts to design and explain all aspects of the PPC for the best performance. Agent does not warrant the PPC results in anyway.

5. PPC Service Plan and Price: The Client will supply the Agent with keywords and keyword ideas pertaining to the Clients services and/or products, in word or text form to use in the PPC via email or portable data storage. Notwithstanding any prices listed in literature or on Web pages, the Client and Agent agree that the services described in this Agreement shall be completed for the set price of $ for the initial PPC program sponsor setup explanation, and coaching. If the Client wants more than the initial PPC program sponsor setup, a fee of $ will be the set fee for each additional program sponsor setup, explanation, and coaching. In the case that the Client wants additional services for the PPC not listed within this contract, the Client can request more or additional services with the Additional PPC Service Request form located on the Agent's website at . The completed Additional PPC Service Request form will only be honored when signed by both the Client and Agent.

6. Copyrights and Trademarks: The Client unconditionally guarantees that all materials, including but not limited to, text, images, graphics, logos, trademarks, copyrighted, or other art work furnished to the Agent for the PPC are owned by the Client or the Client has permission from the material owner(s) and will hold harmless, protect, indemnify and defend the Agent and it's subcontractors from any liability including attorney fees, court cost, any claim or suit, threatened or actual, arising from the use of such elements provided by or approved by the Client.

7. PPC Advertising Cost: Client understands and agrees that any and all fees such as, but not limited to, cost per click (CPC), cost per impression (CPI), or cost per view (CPV) of all PPC services are not included in this contract and Client understands that it is solely responsible for any cost, charge, and/or credit not stated as included in this contract. This includes, but not limited to, the cost, charges, and credits from the PPC programs or any other third party programs or services. The Client also understands that such programs and services require separate contracts and fees. The Client agrees to select and use PPC services which allow the Agent full access to Client's accounts via login information for updating and correcting data.

8. Completion Date: The Client and the Agent will work together and cooperate with each other to complete the PPC project in a timely manner. Agent agrees to work expeditiously to complete the Project within days after the Client has paid the deposit and supplied or reviewed all necessary materials for the PPC project. If the Client does not supply or agree with complete text and graphics content for this PPC project within days of the effective date of this Agreement, the entire deposit amount of the Agreement shall be retained by the Agent as liquidated damages and the Agreement shall become null and void. Agent has full discretion to extend additional time.

9. PPC Project Delivery: Once the completed PPC data is reviewed and ready to be placed in live status for viewing, final payment will be due before all Campaigns run live on the World Wide Web. The Agent will help make sure Client understands how to monitor, add and run the Client's PPC if needed. Client understands and agrees that it is solely responsible for any type of PPC charges such as, but not limited to, monthly and daily advertising cost and fees.

10. Agent does not warrant that the functions contained in the PPC or its campaigns will meet the Client's requirements or that the operation of the campaigns of the PPC project will be interrupted or error-free. The entire risk as to the quality and performance of the PPC accounts is with Client.

11. In no event will Agent or its subcontractors be liable to the Client or and third party for any damages, including, but not limited to, any lost profits, lost savings, or for incidental, consequential or special damages arising out of the operation of or inability to operate the PPC programs even if Agent has been advised of the possibility of such damages.

12. Electronic Commerce Laws: The Client agrees that the Client is solely responsible for complying with any taxes, laws, and tariffs applicable in any way to the PPC project or any other services contemplated herein, and will hold harmless, defend and protect the Agent and it's subcontractors from any type of suit, claim, tax, penalty, fine or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such taxes, laws and tariffs.

13. Payment of Fees: Payments based on the terms of this Agreement must be paid promptly. Agent reserves the right to remove any PPC from viewing on the Internet until final payment is made. Delinquent moneys owed will be assessed a $ charge if payments are not received within days of the due date. If the amount remains delinquent days after its due date, an additional percent penalty will be added for each month of delinquency. In case of collection proves necessary, the Client agrees to pay all fees (including all court cost and attorney's fees) incurred by that process.

14. Venue: Client agrees that for the purposes of venue, this Agreement was entered into in .

15. Payment Schedule: Payment for services by the Agent shall be made in accordance with the conditions of this Agreement contract. The Client agrees to pay the Agent an initial, non-refundable deposit of $ of the $ initial PPC services cost on execution of this Agreement. The remaining balance due must be paid immediately upon completion of services rendered as stated in this contract. Any additional services agreed upon for this Project outside of, or in addition to, this Agreement will be due upon request for services unless otherwise stated and signed in writing by the Client and Agent.

16. Exclusive Remedies: Client's exclusive remedies for all damages, losses and causes of action whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and reasonable attorney's fees and court costs.

17. Independent Contract Status: Agent is an independent contractor and is not an employee, servant, partner or joint venturer of Client. Client shall determine the services to be provided by Agent, but Agent shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Client is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Agent is not entitled to receive the benefits which employees of Client are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to Client.

18. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

19. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

20. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

21. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

22. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

23. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

24. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

25. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

26. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

27. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.