BACKGROUND:

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
2. Fulfill the above scope of work.
3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement

1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
2. The term of the agreement is 90 days from the campaign launch date, at which point the contract will renew, and continue to renew every month unless a Party gives written request to the other Party to terminate at least 5 days before the next billing cycle.
3. If the client wishes to terminate this agreement prior to the completion of services, that party agrees to waive the guarantee and is not entitled to a refund.
4. If the client wishes to terminate this agreement prior to the completion of services, that party agrees to waive the guarantee and is not entitled to a refund.

Performance

• The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency​

• Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

Compensation

• If A (Customers Now Course) package is selected a deposit of $1,500.00 will be payable by the Client immediately.

• If A (Customers Now) Package is selected, a deposit of $1,200 (The *Deposit*) will be payable by the Client immediately and another $1,200 will be billed 30 and 60 days later. The Client then will be automatically billed $1,200 each 30 days thereafter, unless a written request is given to One Party at least 5 days before the next bill.

• If A (Customers Later) Package is selected, a deposit of $1,000 (The *Deposit*) will be payable by the Client immediately and another $1,000 will be billed 30 and 60 days later. The Client then will be automatically billed $1,000 each 30 days thereafter, unless a written request is given to One Party at least 5 days before the next bill.

• If A (Customers Now + Later) Package is selected, a deposit of $2,000 (The *Deposit*) will be payable by the Client immediately and another $2,000 will be billed 30 and 60 days later. The Client then will be automatically billed $2,000 each 30 days thereafter, unless a written request is given to One Party at least 5 days before the next bill.

• If A (Lead Gen Rental) Package is selected, a One-Time deposit of $750 (The *Deposit*) will be payable by the Client immediately. After The Client starts to receive 10 or more Leads/Month from the Lead Gen site (Could take up to 6 Months) The Client then will be automatically billed $750 each 30 days thereafter, unless a written request is given to One Party at least 5 days before the next bill.

• If A (Website Build Up to 10 Pages) Package is selected, a One-Time deposit of $2,500 (The *Deposit*) will be payable by the Client immediately.

Lead Definitions

1. Client agrees to the definitions as outlined in the attached scope of work in this proposal.

Reimbursement of Expenses

1. The Contractor may be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
2. All expenses must be pre-approved by the Client

Confidentiality

1. Confidential information (the “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, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor 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.
3. All written and oral information and material disclosed or provided by the Client to the Contractor 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 Contractor.

Ownership of Intellectual Property

1. The Client may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Contractor. The Client will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Capacity/Independent Contractor

1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the

 Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement. 

Notice

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
2. Justin​Adams
3. [Client.StreetAddress]​
4. SSP Marketing
5. 106 Pintail Drive
6. or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

Indemnification

1. Except to the extent paid in 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.

Additional Clause

1. Client agrees to allow SSP Marketing to use images, case studies, and statistics as they relate to this project as part of SSP Marketing public portfolio.
2. Liability of this relationship is limited to $1,295.00 

Modification of Agreement

1. 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. 

Time of the Essence

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

Assignment

1. The Contractor 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.

Entire Agreement

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

Enurement

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

Titles/Headings

1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Term of Sale

1. You hereby ratify your understanding that all program sales are only refundable if they meet the above stated criteria and waive any rights to charge-back your purchase with your credit card processor.

Gender

1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 

Governing Law

1. This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

Severability

1. 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.

Waiver

1. 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.