NEW CLIENT MARKETING AGREEMENT | ALL CONSTRUCTION MARKETING

1. BACKGROUND

The Client is of the opinion that the Company has the necessary qualification, experience and abilities to provide servers to the Client.

The Company is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. For the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Company (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

2. SCOPE OF WORK

The Company will provide the following services (the "Services") to the Client.

The Company will provide local SEO (Search Engine Optimization) services to the Client, as well as general digital marketing consulting services, including:

•Website Audit, Page Specific Audit •Google Analytics •Search Console and Bing Webmasters Setup •Keyword Grouping & URL Mapping •Duplicate Content Check •Web Form Conversion Tracking •Title & Meta Tags •Image, Hyperlink, Heading Tag & Internal Links Optimization •Robots.txt Optimization •Canonicalization •Adding Rich Snippets •Local Business Information Schema (Phone, Address. Business Name, Opening Hours), Map Schema •Images and Logo Schemas •Reviews Schema •Google My Business Setup, GMB Listing Optimization (Adding Images, Videos, Hours of Operation) •1 GPS Listing Submissions •Link Detox •Image, Hyperlink, Heading Tag & Internal Links Optimization •Google Analytics Account Creation, Installation & Setup •Google Search Console Account Creation, Installation & Setup •Bing Webmasters Account Creation, Installation & Setup •User HTML Sitemap Creation, Uploading & linking XML Sitemaps •Creation & Submission to Google & Bing, Bing, Apple Maps & Facebook Local Listings •1 Authority Business Listings •2 2nd Tier local+ Industry Specific Citations •Local Citation •Audit Website Social Boost - 1 URL X 5 Sites •1 Social Network Citation •Local & Social Community Setup.

3. ACCOUNT BUILD/STRUCTURE

The Company uses set build structures, settings, keywords and extensions depending on the niche and budget.

The selection of these items are at the discretion of the Company and are in the best interest for your client.

4. COMPENSATION

The payment of $1,000 will be paid by the Client each month as a retainer fee for the Company's local SEO Services. Additional fees may apply, such as set-up fees and/or expenses in relation to the production of creative assets. This is a month to month agreement.

Management fees apply unless/until the Company has submitted or received from Client an official request to pause or cancel management.

5. TERMS OF AGREEMENT

This agreement will automatically renew each month until otherwise agreed upon by both parties. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars).

Due to the nature of optimizations and vendor fees associated with our management, a cancellation or pause mid billing cycle will not result in a refund of any type. The agreed management fee per client will be invoiced at start of project, once invoice is paid it will automatically be considered to be billed every 30 days to follow as a subscription, this will automatically be charged to the bank or credit card used to pay original invoice. The Company will not perform work until invoice is paid.

Non-payment

We will discontinue our management, and consider cancelled, any account that has any recurring invoices outstanding and past due by more than 7 days. Please note that when a stop-work order is put through our system, all Client campaigns will be paused, all access to reporting will be disabled, any call-tracking numbers will be disabled until the account becomes current. We reserve the right to turn all delinquent accounts over to a third-party collections agency as well as report the delinquency to all applicable agencies (credit bureaus, better business bureau, etc.).

Account Cancellation and Pausing

All cancellation and pause requests must be submitted via Exiting Form or email. These require 24 hours’ notice during business hours. Any requests submitted after business hours on Friday, over a weekend or holiday, with an effective date that falls on a non-business day, will be processed the next business day. The Company will not be responsible for any spend over that time period.

Account Cancellation

A cancellation means The Company will pause all campaigns, release all tracking numbers, unlink all owned linked external websites, and the client will be removed from the monthly reporting.

Please make sure you download any reports you require prior to the cancellation date.

Upon cancellation of this Agreement the Company will compile the Clients leads (if any) into a CSV file as necessary and email them to the Client.

Account Pause

We allow account pauses to accommodate seasonality, investment re-evaluation, extended vacations and the like.

A pause means The Company will pause all campaigns. All call tracking numbers, and the reporting dashboard will be preserved. The monthly pause fee is $125 to cover costs associated with our vendors.

The Company understands the value of a partnership, and is willing to negotiate through items, please understand that Terms and Conditions are subject for change if it makes the most sense.

6. WORKING RELATIONSHIP AGREEMENT

The Client agrees:

The Client will not make any edits to work done by the Company without first discussing the changes with the Company. The Company's set working hours are Monday - Friday 9:00am - 5:00pm EDT. The Client will only communicate with the Company via email outside working hours.

7. LEAD HANDLING

The Company may monitor calls data to ensure that tracking is working but the client is responsible for answering the phone, contacting lead form submissions and winning new business. The Company does not listen to phone calls or review lead forms; this will be the responsibility of the Client.

8. REPORTING

Included in each management package are automated reports. Reports are generated every 30 days each month and report on the previous 30 days.

9. CONFIDENTIALITY

Confidential information refers to any data or Information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to: businesses processes, client records and information that is not generally common knowledge in the industry of the Client and where the release of the Confidential Information could reasonably be expected to cause harm to the Client.

The Company agrees that they will not disclose, divulge, reveal, report, or use, for any purpose, any confidential Information which the Company has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term of this Agreement and will survive indefinitely upon termination of this Agreement. All written and oral information and material disclosed or provided by the client to the Company under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Company.

10. OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property”) provided by both the Client and the Company will remain the Intellectual Property of the respective party that created or provided the Intellectual Property after this Agreement has been canceled.

11. CAPACITY/ INDEPENDENT CONTRACTOR

In providing the services under this Agreement it is expressly agreed that the Company is acting as an independent contractor and not as an employee. The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services. The Client is not required to pay or make any contributions to social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premiums, profit sharing, pension or any other form of employee benefit for the Company. The Company is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Company under this Agreement.

12. INDEMNIFICATION

Except to the extent paid a settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

13. TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

14. MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

15. ASSIGNMENT

The Company will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

16. ENTIRE AGREEMENT

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

17. INUREMENT

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

18. TITLES/ HEADINGS

Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

19. SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

20. WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

21. VENUE

This Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the United States of America and the State of New York. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in New York City, New York.

22. ACCEPTANCE

Your signature below indicates acceptance of this marketing proposal. Your initial payment per the terms above will also represent acceptance of this proposal, and entrance into a contractual agreement with Video Empathy Marketing LLC, DBA All Construction Marketing.