MARKETING AGREEMENT

 

This Marketing Agreement (this “Agreement”), dated as of _____________________ (the               “Effective Date”), is between Flow Go Digital LLC, DBA Go Law Digital, (“The Agency”) located                     at 3245 Main St. 235-327, Frisco, Texas, 75034, Email Address info@golawdigital.com and _____________________________ , located at  ___________________________________________ , ________________________ , ______________________ , _______________ , Email Address ________________________________ (“The Client”). The Agency and The Client are sometimes individually referred to as “Party” and collectively referred to as the “Parties”.

 

WHEREAS, The Agency and The Client desire to establish strategic marketing agreement whereby The Agency will promote The Client’s offerings to its customers. This Agreement may be modified from time to time in the form of a written instrument signed by both Parties (an “Amendment”). The terms of any Amendment executed during this Agreement will be subject to the terms of this Agreement unless otherwise stipulated in the Amendment.

 

1. SCOPE OF ACTIVITIES

The Parties will undertake the activities and requirements listed in Appendix A. The Parties acknowledge that their respective obligations to undertake the activities and requirements listed in Appendix A serve as good and valuable consideration for this Agreement.  

 

2. REPORTING

Within ten business (10) days after the end of each calendar month during the Term, The Agency will provide The Client with (or provide access to) a monthly report of data that will let the other Party determine the value (leads, appointments kept, new clients, revenues, etc.) derived from individual activities and requirements as described in this Agreement.  

 

3. TRACKING OF USERS

The Agency will use and implement reasonable tracking mechanisms in order to permit The Client to accurately track users linking from The Agency’s Activities.

  

4. LICENSES

The Client grants to The Agency a non-exclusive, non-transferable, royalty-free license to use The Client’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon The Agency any right, title or interest in any of the Marks or goodwill of The Client. The Agency acknowledges that The Client’s Marks and any related goodwill are the sole and exclusive property of The Client.  

The Client acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. The Agency acknowledges that its utilization of The Client’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to The Client’s Marks other than the express and limited right to use The Client’s Marks as granted under this Agreement. The Agency agrees that it shall cease using The Client’s Marks immediately upon request, and in no event shall this license survive the term of this Agreement.  

  

5. TERM AND TERMINATION

The term of this Agreement shall be 12 months from the Launch Date, with a three (3) months commitment by The Client (The “Commitment Period”) unless terminated earlier pursuant to the provisions of this Agreement. The Launch Date shall be the date when The Agency begins advertising on behalf of the client. Thereafter, the term will automatically be renewed for successive one (1) year terms without notice. The Launch date is commemorate with the first day of the billing month.  

 

a. Termination for Cause

If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party. 

  

b. Termination for Convenience

The parties may terminate this Agreement for any reason at any time after the “Commitment period” with 7 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder. 

c. Effect of Termination

Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, The Agency agrees to (i) cease all promotions of The Client’s offerings; (ii) cease all use of The Client’s technology and Marks; and (iii) cease making The Client’s offerings available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in The Agency’s possession or control. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their offerings/services available directly to users subscribing to the offering/service prior to termination, without any liability or obligation to the other Party.   

 

6. WARRANTIES AND DISCLAIMER  

a.  Warranties

Each Party represents and warrants to the other that:    

(i) it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder; 

(ii) the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound; 

(iii) when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms; 

(iv) such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement. 

 

b. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.   

  

7. CONFIDENTIALITY 

a. Protection of Information 

The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.  

  

b. Injunctive Relief

Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it. 

  

c. Survival

This Section 8 will survive the termination or expiration of this Agreement. 

  

8. EXCLUSIVITY 

1. The Agency agrees not to sell The Client’s leads to any third party and that the sole owner of the leads generated from its Services will be The Client.
2. The Parties understand that except the provisions stated in clause 8a, this Agreement is not an exclusive arrangement between the Parties. The Parties agree that they are free to enter into similar transactions as set forth in this Agreement with other entities and that the Parties may directly or indirectly solicit customer referrals via other channels under terms that may differ from the terms and conditions set forth herein.

  

9. MISCELLANEOUS

a. Notices

All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address). 

Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.

 

b. Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.  

 

1. Waiver

No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. 

 

1. Force Majeure

Neither Party shall be deemed in default hereunder, nor shall it hold  the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.  

 

1. Headings

The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect. 

 

1. Amendments and Severability

No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby. 

 

1. Assignment

The Agency may assign its Services as listed in Appendix A, in whole or in part, without The Client’s prior consent. 

 

1. Independent Contractors 

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.   

 

1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Texas. 

 

1. Construction

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement. 

 

1. Records

During the Term and for a period of 1 year thereafter, the Parties will maintain books and records related to the customer transactions contemplated under this Agreement. Upon reasonable notice, the requested Party will provide such books and records to the requesting Party for review to ensure the requested Party’s compliance with the terms of this Agreement. 

 

1. Appendix

The Appendices to this Agreement shall form an integral part of this Agreement.

  

 

IN WITNESS WHEREOF, each of The Agency and The Client has caused this Agreement to be signed and delivered by its duly authorized representative.   

 

 

The Agency                                             Company: __________________________   Full name: __________________________ Title:  ______________________________   Date: ______________________________ Signature: __________________________

The Client     Company: __________________________   Full name: __________________________ Title:  ______________________________   Date: ______________________________ Signature: __________________________

 

 

 

 

APPENDIX A: 

 

Go Law Digital and The Client have agreed to execute the marketing activities identified below. 

    

Services of The Agency 

1. Facebook lead generation.
2. CRM integration.
3. Lead nurture with automation.
4. Lead qualification via call center.
   

  

Required Deliverables of The Client

1. Provide all the data of the appointments kept, new customers and revenue generated from the Services of Go Law Digital as on offline conversion back into Facebook Ad Manager.
2. Provide access to websites in order to place Facebook pixel. This is required to create a custom website audience which is used for lookalike audiences.

 

Payment Terms 

The Parties agree that the cost of the Services will be paid as follows:

–    One-time invoice for setup fees paid within two (2) business days from signing This Agreement. 

–    Recurring invoice for monthly recurring fees will be paid two (2) business days before Launch Date and every month after.

 

1. Core lead generation offering costs are $1997 (one-time setup fee) + $1997 (monthly recurring) = $3994 and will be paid at the signing of this Agreement (If not paid before), and no later than two (2) business days after signing this agreement. 
2. Additional recurring monthly costs will be paid at the signing of this Agreement (If not paid before), and no later than two (2) business days after signing this agreement. 

• Facebook ad spend must be pre-paid prior to launch (~$3000)
• CRM ($297)
• Call Center ($299) 

3. Additional services – Any additional services will be billed separately 
4. The Parties agree that the Agency will issue an invoice to the Client no later than three (3) business days after each payment.
5. Any third-party fees payable in connection with the Services described shall be the exclusive responsibility of, and shall be paid by The Client. 
6. The Parties agree that the means of payment will be via: 

Wire transfer

Bank name: Middlesex Federal Savings

Bank Address: 401 Warren St Suite 300
Redwood City, CA 94063

 

Account number: 99046693

Wiring routing number: 211370150

Business name: Flow Go Digital

OR

 

Credit card  

The Agency will generate a payment link and an invoice.

 

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