1. DEFINITIONS. Capitalized terms used but not otherwise defined in this Agreement have the following respective definitions (unless the context requires otherwise):

1. “Confidential Information” means all non-public, proprietary, or confidential information disclosed before, on, or after the Effective Date, including but not limited to any intellectual property and trade secrets, business information or strategies, organizational or operational strategies or methods, financial information, pricing information, marketing data, data collection and processing information, past, current, and potential customer information, or sales information, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by Agency or any of its representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Agency’s or its representatives’ act or omission; (b) is obtained by Agency or its representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) Agency establishes by documentary evidence, was in Agency’s or its representatives’ possession before Client’s disclosure hereunder; or (d) Agency establishes by documentary evidence, was or is independently developed by Agency or its representatives without using any Confidential Information.

2. “Customer Materials” means all information systems and technology, software, tools, methods, forms, processes, workflows, data, compilations, designs, manuals, content, other materials, and any Personally Identifiable Information, as herein defined, that Client provides or otherwise makes available to Agency under this Agreement for use in providing the Services. All Customer Materials will remain the sole property of Client and may only be used by Agency to provide the Services under this Agreement.

3. “Deliverables” means the deliverables to be delivered by the Agency to the Client pursuant to this Agreement as more specifically described in this Agreement and in Exhibit “A.”

4. “Intellectual Property Rights” means any and all intellectual property rights arising in the United States or any other jurisdiction throughout the world in and to (a) copyrights and works of authorship (whether copyrightable or not); (b) trademarks, and other similar designations of source or origin; (c) trade secrets, know-how, and other confidential or proprietary information; (d) patents and inventions; or (e) all other intellectual property, in each case whether registered or unregistered, and including all registrations and applications for such rights and renewals or extensions thereof, and all similar or equivalent rights or forms of protection in any part of the world.

5. “Personally Identifiable Information” means any individually identifiable information from or information, when associated with other information, including, but not limited to: (i) first and last name; (ii) a home address or other physical address, including street name and name of city or town; (iii) an email address or other online contact information (e.g., instant messaging user identifier); (iv) a telephone number; (v) a social security number or another government-issued personal identifier such as a tax identification number; and (vi) any other information that is combined with any of the above.

6. “Services” means the services to be provided by the Agency to Client pursuant to this Agreement, including all of the services described in Exhibit “A” and any future Statements of Work.

7. “Statements of Work” (or “Statement of Work,” as applicable) means any document separately executed by the parties that reference this Agreement and specifies the Deliverables and/or the Services for a particular project.

2. SERVICES.

1. Services. Client hereby engages Agency to perform the Services, and Agency agrees to perform the Services, at the rates and on the terms and conditions set forth in this Agreement and in the attached hereto Exhibit “A” (“Services”).

2. Client Obligations. Client shall fulfill all of its responsibilities and obligations hereunder and as set forth herein, provide Agency with all information and assistance which Agency may reasonably require to provide the Services, and make timely decisions and obtain required management approvals with respect to the Services to be provided under this Agreement.

3. Customer Materials. Any and all materials provided by Client to Agency for providing the Services must be in a form suitable for use. Materials provided hereunder shall adhere to all laws, licenses, and rights under Section 5, common law, state and federal law. Client shall not provide any materials to Agency which are not owned by Client, or adequately licensed by Client for Agency use.

4. Independent Contractor Status. In the performance of the Services, Agency has been, is currently, and will continue to be that of an independent contractor. Neither party is the legal representative, agent, joint venturer, partner, employee, or employer of the other party under this Agreement for any purpose whatsoever. Neither party has any right, power, or authority under this Agreement to assume or create any obligation of any kind or to make any representation or warranty on behalf of the other party, whether express or implied, or to bind the other party in any respect. This Agreement is not exclusive or a full-time arrangement. Agency provides other similar services to other customers and will continue to be free to do business with others.

3. TERM AND TERMINATION.

1. Term. The initial term of the Agreement commences as of the Effective Date and continues until terminated in accordance with the agreement termination provisions (collectively, the “Term”).

2. Termination for Convenience. Either party may terminate this Agreement upon at least thirty (30) days’ prior written notice to the other party. Upon termination, Agency will return to Client a prorated portion of any prepaid fees for Services not provided, including the unused remainder of the Retainer.

4. COMPENSATION.

1. Fees. Client shall make all payments as required under this Agreement and as described in Exhibit “A”. Agency will invoice Client monthly for actual work performed, plus expenses as provided in Section 4.2 below supported with appropriate back-up documentation.

2. Expenses. Client shall reimburse Agency monthly expenses necessarily incurred by Agency personnel in the performance of the Services, including and ad costs, together with other reasonable out-of-pocket expenses that are approved in advance by Client.

3. Taxes. All charges under this Agreement are exclusive of any taxes or levies. All such taxes, levies, fees and withholdings and the obligation to pay such amounts to the appropriate taxing authorities in a timely manner are the sole responsibility of Client.

4. Suspension of Services. Notwithstanding any other provision contained in this Agreement, if Client fails to pay any amount when due hereunder, Agency may suspend Services under this Agreement then in effect until all outstanding past due mounts are received by Agency.

5. INTELLECTUAL PROPERTY RIGHTS.

1. Ownership of the Agency Property. As of the Effective Date, Agency has created, acquired or otherwise has rights in, and thereafter may, independently of its performance of the Services, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, the generalized features of the structure, sequence and organization of software, user interfaces, general purpose consulting and software tools, utilities and algorithms, and methods of operation of systems (collectively, “Agency Property”). To the extent that Agency utilizes any of its property (including, without limitation, Agency Property or any hardware or software of Agency) in connection with its performance of Services hereunder, Client acknowledges and agrees that: (a) such property remains the property of Agency and Client acquires no right or interest in such property; (b) Agency owns all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Agency Property; and (c) Agency may employ, modify, disclose, and otherwise exploit the Agency Property, including, without limitation, providing services or creating programming or materials for other clients utilizing the Agency Property.

2. Work Product. Agency acknowledges and agrees that any and all deliverables and other work product created by Agency solely pursuant to this Agreement (“Work Product”) that is not Agency Property and may qualify as “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed “work made for hire” for the Client and all copyrights therein shall automatically and immediately vest in the Client. To the extent that any Work Product does not constitute “work made for hire,” Agency hereby irrevocably assigns to the Client and its successors and assigns, for no additional consideration, Agency’s entire right, title, and interest in and to such Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world.

3. Moral Rights. Any assignment of Intellectual Property Rights hereunder includes an assignment of all paternity, integrity, disclosure, withdrawal, special, and any other similar rights recognized by the laws of any jurisdiction or country (“Moral Rights”). To the extent such Moral Rights cannot be assigned to the Client and to the extent allowed by the laws in any country where Moral Rights exist, Agency hereby unconditionally and irrevocably waives the enforcement of such Moral Rights, and all claims and causes of action of any kind against the Client or related to the Client’s customers, with respect to such rights.  Agency further acknowledges and agrees that neither it nor its successors-in-interest retain any Moral Rights in any Intellectual Property. If, in the course of Agency’s relationship with the Client, Agency incorporates Agency Property into a Deliverable, Agency hereby grants Client a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, use, sell, offer for sale, import, copy, modify, make derivative works of, and otherwise distribute such Agency Property as part of or in connection with such Deliverable.

4. Agency’e. Agency agrees to assist Client, or its designee, at Client’s expense, in every proper way to secure Client’s, or its designee’s, rights in the Intellectual Property and Moral Rights, including any patents, copyrights, trademarks, mask work rights, or other intellectual property rights relating thereto, in any and all countries, including the disclosure to Client or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, declarations, assignments, recordations, and all other instruments that Client or its designee deem necessary to apply for, obtain, maintain, enforce and transfer such rights, or if not transferable, waive such rights, and to assign and convey to Client or its designee, and any successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Intellectual Property and Moral Rights, including any copyrights, patents, mask work rights, or other intellectual property rights relating thereto.  Agency further agrees that the obligation to execute or cause to be executed any such instrument or papers will continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world.

5. License to Use Agency Property. If requested by Client, Agency will advise Client in writing of any Agency Property incorporated into Work Product or Deliverables. Subject to the terms and conditions of this Agreement, Agency grants to Client a limited, perpetual, non-exclusive, non-transferable, royalty-free license to use the any Agency Property incorporated into the Deliverables.

6. Ownership of Customer Materials. Client represents that it owns all Intellectual Property Rights or has all license rights in and to all Customer Materials and all trademarks, trade names, logos, copy, photos, and other information, materials, and content supplied to Agency necessary to permit Agency to fulfill its obligations under this Agreement.

7. License to Use Customer Materials. Client grants to Agency a non-exclusive, non-transferable, non-assignable, royalty-free license during the term of this Agreement to use all Customer Materials provided by Client to Agency for the purpose of fulfilling its obligations under this Agreement and for no other purpose.

8. Licenses and Rights Survive Bankruptcy. All licenses and rights of use granted under or pursuant to this Agreement are deemed to be licenses to rights in “intellectual property” for the purposes of Section 365(n) of the United States Bankruptcy Code.

9. No Interference. Nothing in this Agreement is deemed to prevent Agency from carrying on its business or developing for itself or others materials that are similar to or competitive with those produced as a result of the Services; provided that such materials do not contain, use, or disclose any of Client’s Customer Materials, Intellectual Property, Deliverables, Confidential Information, or proprietary information.

10. Confidentiality. The Agency acknowledges that, in the course of providing the Services hereunder, the Agency will have access to Confidential Information. The Agency agrees to (a) keep all Confidential Information strictly confidential, (b) only use it for the provision of the Services under this Agreement, (c) not use it for the Agency’s own benefit, (d) not disclose the Confidential Information to any Agency employees, directors, or agents unless such person needs access to such Confidential information to provide the Services and is bound to keep such information confidential, and (e) not disclose or divulge Confidential Information to any third party. The parties acknowledge that the provisions of this section shall not apply to any information which: (a) had been rightfully in possession of the recipient prior to its disclosure to the recipient; (b) had been in the public domain prior to disclosure to the recipient; (c) has become part of the public domain by publication or by any other mean except an unauthorized act or omission on the part of the recipient; (d) had been supplied to the recipient without restriction by a third party who is under no obligation to maintain such information in confidence; or (e) is required to be disclosed by any federal, state/provincial or municipal law, rule or regulation or by any applicable judgment, order or decree or any court or governmental body or agency having jurisdiction in the premises. The provisions of this section shall survive any termination of this Agreement. Agency shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a commercially reasonable degree of care. Agency shall within ten (10) days notify Client in writing of any unauthorized use, access, or disclosure of Confidential Information and use its best efforts to prevent further use, access, or disclosure. Agency shall be responsible for any breach of this Agreement caused by its representatives.

11. Return of Information and Property.  At the time of termination of this Agreement or at such earlier time as request by Client, Agency will deliver to the Client or destroy (and will not keep in Agency’s possession, recreate, or deliver to anyone else) all Client customer materials owned by Client, intellectual property owned by Client, and other property and documents in any form, whether electronic copies or hard copies, developed by Agency belonging to the Client, including, but not limited to, Work Product, documents containing Confidential Information, presentations, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, sketches, laboratory notebooks, and/or flow charts otherwise owned by Client (the “Client Returned Materials”).  At the request of the Client, Agency will certify in writing that all Client Returned Materials have been so returned or destroyed. As between the Client and Agency, the Client is, and shall remain, the sole and exclusive owner of all right, title, and interest in and to any Client Returned Materials.  Agency shall have no right to reproduce or use any Client Returned Materials except solely during the term of this Agreement to the extent necessary to perform Agency’s obligations under this Agreement. All other rights in and to the Client Returned Materials are expressly reserved to the Client.  

12. Equitable Remedies. Notwithstanding anything to the contrary herein, including without limitation, Section 9.2 below, Agency acknowledges and agrees that (a) a breach or threatened breach by Agency of any of its obligations under Section 5 would give rise to irreparable harm to Client for which monetary damages would not be an adequate remedy; and (b) in the event of a breach or a threatened breach by Agency of any such obligations, Client will, in addition to any and all other rights and remedies that may be available to Client at law, in equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.

6. REPRESENTATIONS OF AGENCY

Agency has represented and hereby represents and warrants to Client that Agency and its employees are not subject to any restriction or non-competition covenant in favor of any other person or entity, and that Agency’s execution of this Agreement, performance of duties, and provision of the Services hereunder will not violate or breach any agreement with any other person or entity. Further, Agency agrees to indemnify Client for any claim, including, but not limited to, attorneys’ fees and expenses of investigation, by any such third party that such third party may now have or may hereafter come to have against Agency based upon or arising out of any restriction or non-competition agreement or invention and secrecy agreement between Agency and such third party.  Agency represents and warrants to Client that (a) the Services will conform in all material respects with the specifications communicated to Agency by Client and will be performed to Client’s reasonable satisfaction; and (b) to Agency’s knowledge, the Services, and Client’s use thereof, do not and will not infringe any patent, copyright, or trademark of any third party registered or issued in the United States. The provisions of this section shall survive any termination or expiration of this Agreement.  

7. INDEMNIFICATION.

Client shall indemnify, defend and hold harmless Agency and its officers, directors, employees, agents, successors and assigns (collectively, the “Agency Indemnified Parties”), from and against any and all third party claims, suits or actions and all related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of suit) that may be imposed on, incurred by, or asserted against any Agency Indemnified Party resulting from, arising out of, or relating to any of the following: (i) any claim that any part of the Customer Materials was wrongfully provided by Client to Agency or any errors contained in such Customer Materials caused material harm; (ii) any claim that any Customer Materials or other materials or resources furnished by Client for use by Agency in providing the Services infringes any patent, copyright, trademark, trade secret, or other Intellectual Property Right of a third party; and (iii) any claims based on Client’s use of the Services or Deliverables in violation of any applicable local, state, federal and (if applicable) international laws, regulations and directives. The foregoing obligation of Client is subject to the following: Agency must: (a) promptly inform and furnish Client with a copy of such claim, suit, or action; (b) give Client all relevant evidence in Agency’ possession or custody or under its control; and (c) gives Client reasonable assistance in such claim, suit or action and the sole control of the defense thereof and all negotiations for its compromise or settlement. Notwithstanding the foregoing, Client shall not enter into any settlement that affects the rights or interest of Agency without its prior written approval. Agency has the right to participate in the defense at its own expense.

Agency shall indemnify, defend and hold harmless Client and its officers, directors, employees, agents, successors and assigns (collectively, the “Client Indemnified Parties”), from and against any and all third party claims, suits or actions and all related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of suit) that may be imposed on, incurred by, or asserted against any Client Indemnified Party resulting from, arising out of, or relating to any of the following: (i) any claim that any part of the Deliverables or Work Product were wrongfully provided by Client to Agency or any errors contained in such Deliverables or Work Product caused material harms;  or (ii) any claim that any Deliverable, Work Product, or other materials or resources produced by Agency infringes any patent, copyright, trademark, trade secret, or other Intellectual Property Right of a third party.  The foregoing obligation of Agency is subject to the following: Client must: (a) promptly inform and furnish Agency with a copy of such claim, suit, or action; (b) give Agency all relevant evidence in Agency’ possession or custody or under its control; and (c) gives Agency reasonable assistance in such claim, suit or action and the sole control of the defense thereof and all negotiations for its compromise or settlement. Notwithstanding the foregoing, Agency shall not enter into any settlement that affects the rights or interests of Client without its prior written approval. The client has the right to participate in the defense at its own expense.

8. LIMITATION OF LIABILITY.

TO THE EXTENT PROVIDED BY LAW, THE  CUMULATIVE, AGGREGATE LIABILITY OF AGENCY FOR ALL CLAIMS ARISNG OUT OF OR RELATED TO THIS  AGREEMENT AND THE SERVICES AND DELIVERABLES PROVIDED HEREUNDER (INCLUDING, WITHOUT  LIMITATION, ANY INDEMNITY OBLIGATIONS OF AGENCY), WHETHER BASED ON CONTRACT, IN TORT, OR ANY  OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE AMOUNT PAID IN FEES BY CLIENT UNDER  THIS AGREEMENT DURING THE LAST TWO (2) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO  THE LIABILITY CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. TO THE  EXTENT PERMITTED BY LAW, AGENCY WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO CLIENT OR  ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE  DAMAGES (INCLUDING DAMAGE TO BUSINESS REPUTATION OR GOODWILL), LOSSES, COSTS OR EXPENSES OF  ANY KIND, HOWEVER CAUSED. REGARDLESS WHETHER BASED IN CONTRACT, TORT (INCLUDING  NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND INCLUDING DAMAGES FOR  INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS (WHETHER DIRECT OR  INDIRECT), OR THE LIKE, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,  LOSSES, COSTS OR EXPENSES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. EXCEPT AS  OTHERWISE STATED IN THIS AGREEMENT, AGENCY MAKES NO WARRANTY OF ANY NATURE,  REPRESENTATION, OR AGREEMENT WITH RESPECT TO THE SERVICES AND THE DELIVERABLES. AGENCY EXPRESSLY DISCLAIMS AND EXCLUDES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF  TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

9. GENERAL PROVISIONS.

1. Notices. Any notice, demand, request, or other communication required or permitted to be given under this Agreement must be made in writing, addressed to the party to receive notice at its address set forth on the signature page hereof, or at such other address as a party indicates to the other party in writing from time to time.

2. Dispute Resolution. Any controversy, dispute or claim arising out of or in any way related to or involving the interpretation, performance or breach of this Agreement (a “Dispute”), that is unable to be resolved after fourteen (14) days of negotiation in good faith, will be attempted to be resolved by mediation held in Tarrant County, Texas, in accordance with the rules and procedures of the American Arbitration Association. In the event a Dispute is unable to be resolved through mediation, the Dispute will be resolved exclusively by binding arbitration in accordance with the rules and procedures of the American Arbitration Association. The arbitration will be held in Tarrant County, Texas. The arbitrators will apply Texas substantive law and federal substantive law where Texas State law is preempted.  The Dispute, the mediation and arbitration proceedings, along with any result or award, will be strictly confidential between the parties and their respective officers, directors, attorneys, accountants or others who are under a duty of confidentiality. The parties agree, and the arbitrator will issue an order providing, that all pleadings, motions, discovery responses, depositions, testimony, and documents exchanged or filed in relation to the arbitration will be kept strictly confidential. Any award issued by the arbitrator will be final and binding upon the parties and entered under seal in a court of competent jurisdiction by any party seeking to enforce the arbitration award.

3. Governing Law; Jurisdiction and Venue.  To the extent any Dispute is not resolved pursuant to Section 9.2 above, the terms of this Section 9.3 will apply.  The provisions of this Agreement, and all the rights and obligations of the parties, shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding its conflicts-of-laws rules, and the United States of America, and the parties agree that the laws of no other state, nation, or other jurisdiction shall apply. The parties irrevocably and unconditionally (a) agree that any action, suit, or proceeding arising from or relating to this Agreement may be brought in the courts of the State of Texas, sitting in Tarrant County, Texas, and in the United States District Court for the Northern District of Texas, and (b) submit to the exclusive jurisdiction of the United States of America, the State of Texas, and such courts in any such action, suit, or proceeding.  Final judgment against either Party in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

4. Attorneys’ Fees. The prevailing party in any action or proceeding to enforce this Agreement, including any efforts to collect amounts due under this Agreement by engagement of any attorney, collection agency, or otherwise, is entitled to recover from the other party its costs and attorneys’ fees in addition to any damages available to such party.

5. Entire Agreement. This Agreement (including any exhibits hereto which are incorporated herein by this reference) and any other documents expressly contemplated hereby constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous written or oral agreements, communications, and understandings between the parties with respect to the subject matter hereof.

6. Amendment. This Agreement may only be amended, modified, or supplemented by an instrument in writing specifically mentioning this Agreement, as applicable, and signed by the authorized representatives of both parties.

7. Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

8. Severability. If any provision in this Agreement is held invalid, illegal or unenforceable under applicable law, that provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity, illegality or unenforceability, and the other provisions of this Agreement will remain in full force and effect.

9. Assignment; Successors and Assigns. Client shall not transfer or assign, whether by operation of law or otherwise, this Agreement, any of its rights or obligations under this Agreement, or the use of the Services or the Deliverables, and Client shall not delegate any duties under this Agreement, without in each instance the prior written consent of Agency.

10. Third-Party Beneficiaries. This Agreement is entered into solely between Agency and Client and, except for the parties’ indemnification obligations under Section 7, will not be deemed to create any rights in any third parties or to create any obligations of either Agency or Client to any third parties.

11. Non-Solicitation. During the term of this Agreement and for a period of twenty-four (24) months thereafter, Client shall not, directly or indirectly, solicit, recruit, or attempt to hire any of Agency’s employees, contractors, or subcontractors.

12. Publicity. Subject to such trademark guidelines and receipt of prior written permission from Client, as may be provided in writing by Client to Agency, Agency reserves the right to use the name, logo and other identifying marks and descriptions of Client in Agency’s general marketing activities, including in any press releases, customer lists, websites, presentations, and other media and methods.

13. Non-Compete.  The Agency agrees not to work with competing elevator manufacturer entities while engaged in the agreement. Competing entities would be considered elevator and lift manufacturers across the US. This non-compete agreement is extended for 90 days following the termination request date.

Exhibit A.

This Scope of Work (“SOW”) is issued pursuant to the Master Services Agreement (“Agreement”) between Amplus Agency (“Agency”) and the client who check terms and conditions box.

Professional Ad Management 

Amplus Agency handles the complexity of paid advertising, ensuring the dealer's budget is spent efficiently to reach the right customers.

• Service: Expert management, optimization, monitoring, and detailed reporting for all paid platforms (e.g., Google Ads, Social Media).
• Focus: Continuous optimization of bids, creative, and targeting to lower Cost Per Acquisition (CPA) for the dealer.
• Landing Page: Building and updating of landing page used for the ad as well as the creative.

*In-depth Market and Competitive Analysis

*Defining Target Audiences and Conversion Goals

Flat Fee $1250/Month for management of Pollok $4000 Co op Ad Budget.  

AD MONEY WILL BE SPENT DIRECTLY WITH PLATFORMS IF POSSIBLE, AND IF NOT, THOSE EXPENSES WILL BE BILLED BACK TO THE CUSTOMER AT THE END OF EACH MONTH.

*Microsite option is an additional $50/month billed quarterly.