WEBSITE, MARKETING & SEO AGREEMENT
WHEREAS, Client wishes to retain Leadkea, LLC, located in New Jersey & Maryland (“Company”) to perform certain professional services in connection with marketing and public relations, and the Company wishes to perform such professional services for Client.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Scope of the Services
Subject to the terms of this Agreement, Company will provide professional services for Client (“Services”) in accordance with the material, objective terms of one or more proposals (each, a “Work Proposal”), the first of which is dated concurrently herewith, and attached hereto as Exhibit A.
2. Commissions and Payment
Company is being hired on a subcontractor basis to perform the Services and provide the deliverables described in this Agreement. This Agreement is subject to a nonbinding estimate of total labor costs to complete such work. Acceptance of the Work Proposal shall establish the baseline for deliverables and payment schedule, attached hereto as Exhibit B. Payments more than fifteen (15) days past due shall accrue interest at one and one-half percent (1.5%) per month (18% annually), or the maximum rate permitted by law, whichever is less.
3. Term
The term of this Agreement (“Term”) shall commence on the date first set forth above and shall terminate upon completion of the Services hereunder or as otherwise set forth in the applicable Work Proposal, unless earlier terminated as provided in Section 6 below.
4. Schedule and Changes
The timeline set forth in the Work Proposal depends on Client’s timely provision of relevant information and materials. Unreasonable delays by Client in providing such materials may result in changes to the timing, scope, or cost of the Services, provided Company notifies Client of such change promptly following the event giving rise to it. In addition, Client may elect to make changes to the Services set forth in the Work Proposal; in such event, Company will determine any resulting increase or decrease in cost or timing of Services and shall notify Client of such change prior to commencing changed work.
5. Ownership
Client shall own all deliverables created under this Agreement, including without limitation the website, written content, SEO assets, and accounts, once all fees due under this Agreement have been paid in full. However, Company shall retain ownership of its pre-existing intellectual property, know-how, concepts, techniques, methodologies, templates, software, interfaces, utilities, and tools, together with any updates, modifications, improvements, enhancements, or derivative works created during the course of the Services (“Company IP”), as well as any third-party software, plugins, or licensed tools provided or paid for by Company in connection with the Services. To the extent any deliverables incorporate Company IP, Company grants Client a non-exclusive, non-transferable (except to Client’s affiliates and permitted assigns), perpetual, royalty-free, worldwide license to use such Company IP solely as embedded in or necessary for Client’s use of the deliverables. Upon termination of this Agreement, Client’s ownership of deliverables remains intact; provided, however, that any proprietary or third-party licensed components paid for and maintained by Company shall be removed or disabled, as Company can no longer support their operation.
6. Termination
The Term of this Agreement may be terminated by either party, with or without cause, by providing the other party thirty (30) days’ written notice specifying the termination date, with “written notice” to include certified mail, courier, email, or text message to the contact information most recently provided by the receiving party. In the event of termination, Company shall be reasonably compensated for Services performed through the effective date of termination in an amount equal to a prorated portion of the fees (the “Prorated Fees”), based on the portion of Services actually delivered to and accepted by Client compared to the total Services set forth in this Agreement, and Client shall pay all amounts due within sixty (60) days of the termination date. Upon full payment, all deliverables created up to the effective date of termination shall remain the property of Client, subject to Company’s continuing ownership of its proprietary intellectual property and licensed tools as described in Section 5, with any proprietary or third-party licensed components paid for and maintained by Company to be removed or disabled upon termination. All provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including without limitation Sections 5 (Ownership), 6 (Termination), 7 (Confidentiality), 8 (Indemnification and Limitation of Liability), 12 (Attorney’s Fees / Governing Law), and any outstanding payment obligations.
7. Confidentiality
Company agrees that its employees, agents, attorneys, and representatives shall maintain as confidential, and shall not disclose or cause to be disclosed, any proprietary information or materials to which Company gains access as a result of this Agreement (collectively, including the Work, “Proprietary Information”), and Company will not release any such information to any third party following completion of Services without Client’s prior written consent, except as required by law or in a court proceeding, or unless such material is in the public domain not due to Company’s disclosure. Company retains the right to use Client’s logo and/or campaign information in marketing materials and on Company’s website.
8. Indemnification and Limitation of Liability
Company shall indemnify, defend, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of Company’s breach of this Agreement, willful misconduct, or gross negligence.
No Guarantee of Results. Client acknowledges and agrees that the Services consist of introductions, marketing support, and professional consulting efforts, and that Company cannot and does not guarantee any specific business outcomes, relationships, contracts, revenue, or results. Company’s obligations are limited to using reasonable professional efforts consistent with industry practice.
Limitation of Liability. Except with respect to indemnification obligations or damages resulting from a party’s willful misconduct or gross negligence, in no event shall either party’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, exceed the total fees paid by Client to Company under this Agreement during the six (6) months immediately preceding the event giving rise to the claim. In no event shall either party be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, loss of business, or loss of data, even if such damages were foreseeable or the party was advised of the possibility thereof.
9. Independent Contractor
The relationship between Client and Company under this Agreement is that of independent contractor. Neither party shall be deemed an agent or employee of the other for any purpose, nor shall this Agreement be construed as constituting a partnership or joint venture between the parties.
10. United States Dollars or Bitcoin
All fiat payments under this Agreement shall be made in U.S. Dollars or Bitcoin and shall be payable in the United States. Client agrees that if this Agreement involves Services for an entity organized or existing outside of the United States, or Services to be rendered outside of the United States, that all payments to be made under this Agreement have been approved by all appropriate foreign exchange control agencies, and Client will immediately upon demand provide Company with evidence of such approval. Should any payment be made by way of digital currency, Client must provide transaction ID and proof of funds sent to Company, and Client shall pay any incurred transaction fees.
11. Representations and Warranties
Company represents and warrants that:
i. It has the right and power to enter into this Agreement, grant the rights granted hereunder, and perform its obligations;
ii. Execution and performance of this Agreement does not breach any other agreement;
iii. Services and deliverables will be free from material defects and conform substantially to specifications;
iv. The Work will be original and all contributors shall assign rights to Company sufficient to grant rights to Client;
v. It is and will remain a limited liability company in good standing;
vi. Neither it nor its employees or contractors are employees of Client;
vii. It shall comply with all applicable laws and pay all required taxes;
viii. If applicable, personnel specified in the Work Proposal shall be available to render Services;
ix. To its knowledge, the Agreement and fulfillment thereof do not infringe third-party rights;
x. All Services shall comply with applicable laws;
xi. Execution has been duly authorized;
xii. This Agreement is binding and enforceable against Company in accordance with its terms.
Disclaimer of Warranties. Except as expressly set forth herein, Company makes no warranties, express or implied, regarding the Services or deliverables, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.