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 acquire a board of advisors for the Client. 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.
- 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. - 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. - 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.
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- 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. - 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 scouting for
advisors for the client.
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. - 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;
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(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.
- 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. - EXCLUSIVITY
a. 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.
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b. 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.
- 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.
c. 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.
d. 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.
e. 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.
f. Amendments and Severability
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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.
g. Assignment
The Agency may assign its Services as listed in Appendix A, in whole or in part, without The Client’s
prior consent.
h. 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.
i. 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.
j. 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.
k. 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.
l. Appendix
The Appendices to this Agreement shall form an integral part of this Agreement.
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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: ______________
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APPENDIX A:
Go Law Digital and The Client have agreed to execute the following services:
Services of The Agency
a. Building strategy b. Lead generation
c. Connect qualified candidates with the Client
d. interview candidates
Required Deliverables of The Client
a. 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.
b. 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:
I. $ 5k upfront
II. $ 7.5k after completing step 1 (planning)
III. $ 12.5 k after completing step 2 (preparations)
IV. $ 12.5k after securing 3 advisors
V. $ 12.5 k at completion - Additional services – Any additional services will be billed separately
b. The Parties agree that the Agency will issue an invoice to the Client no later than three (3) business
days after each payment.
c. Any third-party fees payable in connection with the Services described shall be the exclusive
responsibility of, and shall be paid by The Client.
d. 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
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Credit card
The Agency will generate a payment link and an invoice.
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