Responsibilities

In the development, set up and service of the Deliverables, the following define the Responsibilities of each party:

The Agency shall:

1. Act with diligence, devoting time and effort to fulfill the duties described herein on a reasonable timeline;
   
2. Promptly respond to all communications by the Client regarding the development of the Deliverables;
3. Prepare and manage scheduled meetings with the client to demonstrate the progress of the Deliverables;
4. Work with the Client and provide reasonable assistance to ensure maximum benefit from the Deliverables;
5. Utilize promotional materials provided by the Client for the purpose of marketing, sales and support;
6. Prepare and maintain any reports and documentation, as requested by the Client

The Client Shall:

1. Provide access to needed systems such as social media accounts, advertising accounts, etc.
   
2. Meet periodically with the Agency to provide any needed feedback to enable the Agency to do their work.
   
3. Provide any needed information such as promotional materials, website URLs, etc.

Terms and Termination

1. For the development and deployment of all Deliverables described herein, the Client shall pay to the Agency a monthly payment of $6997 (the “Payment”).
   
2. This Agreement shall commence upon the date of execution and Payment will be made for a minimum commitment of 3 months (the “Term”). After the Term has expired the Agreement will continue on a “month-to-month” basis with Payments made monthly until either party terminates in writing with no less than 30 days notice (the “Termination”).

Additional Work Requests

Any additional work requested of the Agency by the Client not otherwise described herein this Agreement shall require a separate quote. The Agency has the right to bid any additional work as they see fit and the Client has the right to accept or reject as such.

Confidential Information

1. The Agency shall not disclose to any third party any details regarding the Client’s business, including, without limitation any information regarding any of the Client’s customer information or business plans (the “Confidential Information”).
   
2. Furthermore, the Agency shall not make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client.
   
3. The Client shall not disclose to any third party any details regarding the Agency’s business, including, without limitation any specific marketing methods, configurations, strategies, etc.
4. Immediately upon termination of the relationship between the Client and the Agency, the Agency shall return to the Client any physical property which may have been provided to the Agency by the Client.
   

Intellectual Property

1. The Client is the sole and exclusive owner of any and all sales, marketing and company materials (such as trademarks, websites, logos, etc) provided to the Agency for the development of the Deliverables.
   
   
2. The specific processes, procedures, configurations and methods used by the Agency to develop and deploy marketing for the Client shall remain the property of the Agency. The Client agrees to not reproduce or resell such works. This includes, but is not limited to, specific ads, content, campaigns, sequences, videos, etc.

Indemnification and Resolution

1. The Agency agrees to indemnify, defend, and protect the Client from and against all lawsuits and costs of every kind pertaining to any violation of the law, this Agreement, or the rights of any third party by the Agency while acting pursuant to this Agreement. Such costs include but are not limited to reasonable legal fees.
   
2. The Client agrees to indemnify, defend, and protect the Agency from and against all lawsuits and costs of every kind pertaining to any violation of the law, this Agreement, or the rights of any third party by the Agency while acting pursuant to this Agreement. Such costs include but are not limited to reasonable legal fees.
   
3. The Agency shall have the right to hire any employee, contractor or service provider it deems fit to fulfill the Deliverables as described herein.
4. Any dispute between the Client and Agency shall be handled between the two parties whenever possible, but in the case that resolution is unable to be found, both parties agree to use third party arbitration.

Applicable Law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Province of Ontario and subject to the exclusive jurisdiction of the federal and provincial courts located in Canada.

IN WITNESS WHEREOF, by execution by the agency and the client, this Agreement shall be legal and binding.