• Parties. This Service Agreement (the “Agreement”) is entered by Coral Talavera on behalf of DCE Clarity LLC, the “Agency”, and the “Client” - known collectively as the “Parties.”
• Term. The term of this Agreement will commence on the date signed (“Commencement Date”) and will continue until (1) the project described here is delivered, (2) it is terminated by either party as stated in the termination clause; or (3) in the event of an ongoing engagement, the Agreement will continue in full force and effect unless and until terminated by either party.
• Scope of Work and Deliverables. The Agency agrees to provide all services, adhere to the respective terms, and to deliver work products in the specified format and method of delivery, as outlined in the section Scope of Work and the Terms and Conditions of each applicable Schedule attached to this Agreement.
• Ownership Rights. All work products completed by the Agency are considered as the property of the Client provided that: (1) such work products are accepted in writing by the Client within 30 days of being delivered by the Agency; and (2) Client pays all fees and costs associated with the creation of the work products.
• Relationship. Both parties agree that their relationship under this contract is that of an independent contractor providing consulting services (not creating a partnership, joint venture, employment, or any similar relationship between the Agency and the Client). Neither the Agency nor the Client may resell, assign, or transfer any of its rights or obligations hereunder without either party's prior written approval. The Client will share and discuss all applicable project requirements and wishes to hire the Agency to perform all the services outlined in this Agreement.
• Confidentiality, Proprietary Information and Copyright. During this Agreement, the Client may share proprietary information with the Agency. The Agency agrees to maintain the confidentiality of all proprietary information received, not use it for its own benefit, and keep it confidential except when required by law. These confidentiality obligations will survive the termination of this Agreement. The Client warrants that it has the rights to use any information or content provided to the Agency for any project, campaign or work product created under this Agreement. In the event that the Client does not have these rights, the Client will be solely responsible for Copyright Infringement disputes, and if necessary, will repay any associated damages the Agency may experience. The Agency warrants that it has the right to utilize and distribute the designs created for the Client and that such designs are not owned by anyone else to the Agency's knowledge. In the event that the Agency does not have these rights, the Agency will repay any associated damages Client may experience or will take responsibility so that Client does not experience any damages.
• Authorization for Use of Client Marks. The Client grants the Agency the right to limited use of the name and service marks of Client in the Agency’s marketing materials by naming the Client as a Client of the Agency and a brief scope of services provided (without disclosing any confidential information).
• Terms and Conditions for Deadlines. The Client and the Agency both agree to adhere to the dates, milestones and all applicable terms and conditions outlined in the Schedule - Milestones and Payments attached. Both parties agree to the following terms and conditions regarding deadlines for project content, deliverables and/or deployment: (1) General delays that result in failure to meet deadlines. Any delay caused by conditions beyond the reasonable control of the parties will not be considered a breach and will result in a day-for-day extension of any performance due. Each party will use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of Agreement, power failure, fire, flood, labor disputes, riots, acts of war, terrorism and epidemics. (2) Agency failure to meet deadlines. After 90 days of delays in delivering the work product as per the Work Schedule in this Agreement, the Client has the right to terminate this Agreement, subject to the termination clauses of this Agreement, and the Agency must surrender all work products completed up until the date of termination. In such a case, the Client will not be responsible for any additional payments. (3) Client failure to meet deadlines. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables. During the final approval and delivery phase, if the Client fails to provide approval or comments in 30 days, the Deliverables will be automatically considered approved and accepted. During the development process, if the Client fails to submit the required information, materials, and/or approvals for revisions within 30 days after the Client's submission deadline, the Agency reserves the right to impose a late fee of up to $250 for every 30 days beyond the due date in order to maintain the project's active status. Should there be a delay of 90 days or more in providing the necessary information, materials, and/or approvals at any stage of the work schedule, the Agency may at its discretion deem the project abandoned and terminate this Agreement. In such a case, the Client will forfeit all payments made up to that point.
• Revisions. Both parties acknowledge and agree that a 'round of revisions' is defined as a single communication submitted to the Agency via the online form provided, containing all necessary changes (text, images, size, fonts, colors, layout, music, animations, edits, etc.) and direction needed to reasonably modify the work product. The Client will submit all revision requests through the Agency's designated channels (not email, text, etc.) in the correct formats. The Agency will make ordinary changes based on existing concepts, excluding the creation of new work products. Unless otherwise noted, the Client is entitled to 2 revisions; subsequent revisions are billed at $100 per hour. If the Client fails to provide approval or comments in 30 days, the Deliverables will be automatically considered approved and accepted. New work products require additional charges and may necessitate a new proposal and agreement. For new work products, the original deposit is non-refundable.
• Approvals. Approvals must be submitted to the Agency in writing, using the agreed-upon format and within the specified timeline. The Client is solely responsible for proofreading all deliverables and is liable for any typos, errors, or omissions reasonably identifiable by the Client. The Client will be charged for correcting errors in approved deliverables. The Agency retains all rights to preliminary designs and rejected concepts, as these do not constitute the final delivered work and remain the Agency's exclusive property.
• Fees for Services and Payment Schedule. The Client agrees to pay the Agency the total cost of the services and to comply with the dates and terms outlined in the Schedule of Fees attached. All monies paid to the Agency as deposits or as required to commence work are non-refundable. Invoices are due upon receipt. A 3% late payment penalty applies to any payment received more than 30 days after the due date, and outstanding balances may accrue additional interest and penalties. The Agency reserves the right to terminate this Agreement if any payment is 90 days or more overdue. In such cases, any unpaid work becomes the Agency's property, and the Agency may delete, resell, or repurpose unpaid materials that do not constitute the Client's intellectual property.
• Payment Methods. The Client agrees to pay all fees to the Agency using (1) Electronic transfers; or (2) Credit Card payments (using the Agency’s third-party payment processing vendor). The client is responsible for any applicable processing fees.
• Payment for Third Party Software / Licenses. The Agency may need to purchase third-party licenses essential for the Client's project. The Client authorizes the Agency to do so and is responsible for paying all recurring software subscriptions. The Client must provide a valid credit card for automatic payment of these subscriptions. The Agency will be in charge of setup and monitoring payments. The Client is responsible for ensuring that the credit card is accessible and has sufficient funds. The Agency is not liable for third-party rate increases or disputes. The Agency will notify the Client of any significant third-party changes impacting project performance or pricing, at which point the parties will mutually discuss and agree on any necessary adjustments.
• No Guarantees of Performance. The Agency recognizes that the success of consulting services can be influenced by factors beyond its control. While the Agency will provide consulting, design, creative, and post-production services with the highest level of competence, this assurance applies only to tasks solely dependent on the Agency's efforts. For services where external factors may impact outcomes—such as SEO rankings, media placements, or email deliverability rates—the Client acknowledges that absolute guarantees are unreasonable and beyond the Agency's reasonable control
• Indemnification and Limitation of Liability. Neither party is liable for indirect damages (like lost profits) unless caused by the other party's negligence or breach of this Agreement. Each party will defend the other from claims arising from bodily injury or death, property damage, or breach of this Agreement. The Agency will use reasonable efforts to ensure all media communications are accurate and lawful. However, the Agency is not liable for statements made by media outlets or third parties, including libel or slander. The Client indemnifies the Agency against such claims, except for claims arising from the Agency's malicious intent or gross negligence. The Client acknowledges that media outlets have editorial control over their content.
• Alternative Dispute Resolution. Any dispute or difference whatsoever arising out of, or in connection with, this Agreement will be submitted to arbitration in accordance with, and subject to the laws of Texas. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
• Minimum Client Commitment. The Client acknowledges that the following monthly services require a minimum commitment of 6 months: (1) SEO; (2) Social Media; (3)Email Marketing; (4)Digital Advertising (optional)
• Termination. This Agreement may be terminated immediately by either party if the other party materially breaches this Agreement and fails to remedy the breach within 30 days. The Client may also terminate this Agreement after the minimum terms by providing written notice to the Agency at least 30 days prior to the desired termination date. In the event of early termination of monthly services, the Client agrees to pay an early termination fee to the Agency, equal to 50% of one month’s retainer. Upon termination, the Client is responsible for all outstanding payments due to the Agency, including authorized unpaid fees and expenses. This Agreement will automatically terminate upon completion of the services. No refunds will be provided for fees, deposits, or expenses already paid.
• Entire Agreement. This Agreement constitutes the entire understanding between the Parties. Any amendments must be in writing and signed by both Parties. If any provision of this Agreement is deemed invalid, the remaining provisions will remain in effect to the fullest extent permitted by law.

BUSINESS BLUEPRINT

• Limitations of service. The Client understands and agrees that the consulting services provided herein are not a substitute for professional advice from qualified professionals, including but not limited to Human Resources professionals, accountants, or attorneys. The Client is encouraged to seek independent advice for matters falling within the purview of these professionals. As part of the consulting services, the Agency agrees to corporate, liaise and otherwise facilitate to a reasonable degree with the Client’s third party professional contractors or in-house team.

BRANDING AND GRAPHIC DESIGN

• Deliverable File Formats. The Agency will deliver files in the specified, agreed-to formats and will use best practices to transfer files to the Client, always protecting the integrity of the files, resolution, and correct dimensions. If the Agency has made any errors in file size, format or resolution, the Agency will make necessary adjustments to the file and resend to the Client at no additional charge. With the exception of branded templates or forms, or unless otherwise stated, the Agency retains the rights and ownership of editable or executable files (also known as source files), providing final, camera-ready work products that cannot be edited or otherwise modified by the Client. The final work product is the intellectual property of the client. The source file will remain the intellectual property of the Agency.
• Costs associated with production, purchase and/ or licensing of images. The Agency has included in the cost of each project a large amount of commercially-available images, duly licensed for promotional use by the Client. If the client wishes to use other stock images or photography, the Client will be informed and billed for any additional costs for visual stock elements.
• Design Services and Printing Services. The Client acknowledges that design services and production services are distinct and separate. Design services are not included in the production process and will be billed separately at the agreed-upon rates or as specified in a separate design services agreement.
• Additional work products. The Agency also offers additional graphic design services to the client (These services are not included in this scope and are available to the client on a per-project basis, where additional revisions and custom requests are billed at the hourly rate of $100).
• Errors. The Client acknowledges and agrees to the following terms regarding errors in production: (1) Any errors or omissions identified after approval will be the sole responsibility of the Client, and the Client will bear any costs associated with reprinting or necessary adjustments. (2) In the event of errors or omissions on the Agency's part, including design errors or failure to adhere to Client instructions, the Agency will take responsibility for the rectification of such errors at no additional cost to the Client. (3) The Agency will select reputable and professional printers for the production of printed materials. However, in the event of errors, misprints, production delays, or other quality issues caused by the printers, the Agency will work diligently to rectify the situation. The Agency's liability will be limited to coordinating with the printers for necessary corrections or reprinting, and no further compensation or damages will be claimed to the Agency.

WEBSITE DEVELOPMENT AND HOSTING

• Managed Hosting Services. The Client agrees that the website will be hosted on the Agency's secure hosting servers and that the Agency does NOT offer custom deployment or self-hosting. The Client acknowledges that the Agency offers website development and hosting as a combined managed service. The Client will be billed $200 annually for hosting services. This includes up to 7GB in server storage space. After 7GB, the Agency will increase $50 per year for every 2GB of storage space used to produce, host or otherwise maintain the Client Website. Failure to pay the hosting fee will result in interruption of service, as the website will be taken offline. Hosting renews every year on July 1st and prorated billing will be applied as needed. All website Technical Updates and Maintenance are part of the ongoing hosting service. The Agency’s web hosting provider agrees to use commercially reasonable efforts to ensure maximum uptime for the Client's website. However, the Client acknowledges that occasional downtime may occur due to maintenance, system updates, unforeseen technical issues, or other factors beyond the hosting provider's control. In case of unexpected downtime, the Agency - acting as website administrator - will take every reasonable effort to bring the website, or a backup of the website, up as quickly as possible and to work diligently to resolve the downtime issue.
• Domain Names Registered by Client. If the Client wishes to register the domain to be used in the website development project or already owns a domain name, the Client agrees to the following terms: (1) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. Agency cannot be responsible for up-time monitoring or performance of the website if the domain name expires. If the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website, and a $150 special deployment request fee will apply. (2) Registrar Admin Panel. The Client must provide the Agency with the username and password to the admin panel for the domain registrar during the Onboarding process. The Client is responsible for providing adequate access to the admin panel in case of any 2-step authentication processes. If the Client is unable to produce the credentials to access the admin panel or grant the Agency access to the Admin Panel for the registrar, the Agency may require that a new domain name is registered to complete deployment, and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed. If the Client does not wish to provide access to the admin panel, the Agency will provide an IP address to direct the domain name and the Client will be solely responsible for establishing the connection between the domain name and the IP address of the CMS on our servers. (3) Authorized Registrars. The Agency reserves the right to work only with accredited registrars, and if needed, may require the Client to transfer the domain name registration to an accredited registrar before deployment. In case the registrar is unable to accommodate the transfer request, the Agency may require that a new domain name is registered to complete deployment, and will not be responsible for charges incurred in changes to any marketing materials, email addresses or other marketing elements that mention the domain that cannot be accessed.
• Domains registered by Agency. At the Client's request, the Agency will provide the service of registering, monitoring and renewing the Client domain(s) according to the following terms: (1) Intellectual Property. The name chosen by the Client will be considered the Client’s intellectual property and will be bound by the terms and conditions of this Agreement regarding all Client Intellectual Property. (2) Cost of Domain Names. The Client is responsible for paying all dues related to registration and renewal of any domain name. The Agency will pay and monitor billing on behalf of the Client. The Agency will notify of the cost and bill Client for domain registration at time of registration, and for each annual renewal thereafter. Failure to meet the payment deadline for domain renewal may result in termination of the registrar’s service Agreement for the Client's domain name and may be subject to a recovery fee at the registrar’s discretion. In case the domain is canceled and the Client is unable to recover their original domain name, a new domain name may be purchased and used for the website. In such a case, a $150 special deployment request fee will apply. (3) Authorized Registrar. The Agency will register the Client’s domain name(s) with a vetted Domain Registrar and will notify the Client if any changes or transfers are needed. (4) Termination / Transfer. If the Client does not wish for the Agency to manage the domain name(s), the Agency will transfer the domain name to an authorized registrar and the Client will be responsible for the maintenance, renewals, service plans and contract with the registrar, releasing the Agency from any and all responsibility. In such a case, the transfer of the domain name to a new registrar will require a reconnection to the website, at which time a $150 special deployment request fee will apply.
• Requirements for Deployment. The website development project will be considered delivered when the following conditions are met in the following order: (1) All Client revisions have been submitted, implemented and approved; (2) all fees incurred, including the balance of original scope of work plus any applicable overages and fees for additional work are paid by the Client; (3) domain name access has been tested for deployment by the Agency, or an IP address has been provided to the Client to redirect the domain name; (4) the Agency’s Deployment Checklist has been applied with the corresponding Client report; and (5) the Client receives a link to the live website to confirm deployment. The Client will have 24 hours to notify of any errors in images, broken links, misconfigurations to the contact forms, domain issues, or other technical issues that may result from the CMS transfer to its final destination server. Any additional changes after 24 hours post-deployment are subject to a new work order and the hourly rate of $100.
• Client Access and Edits. To protect the integrity and security of the CMS, the Agency reserves the right to serve as exclusive editor and administrator of all parts of the website.
• Website Credit to Agency. The Client authorizes the Agency to add the following credit to the footer of the website “Website by DCE Clarity,” (hyperlinked to the Agency’s website - https://dceclarity.com).
• Inactive and Abandoned Projects. Projects in development that are hosted in the Agency's development server and have pending action items delayed by the Client for more than 90 days will be considered abandoned by the Client. In such cases, the Agency reserves the right to delete the CMS or, at its discretion, repurpose or use any completed work for other projects or purposes. The Client will have no claim or rights to the completed work or any refund of fees paid for the abandoned project. If the client wishes to reactivate the project, the Agency may require that any balance due be paid immediately. After any website project is considered abandoned and is deleted or sent to the Client as an unfinished work product, this Agreement will be automatically terminated.

SEARCH ENGINE OPTIMIZATION (SEO)

• Compliance with SEO Best Practices. The Agency will adhere to recognized SEO best practices, ethical standards, and industry guidelines in the execution of SEO services. The Client understands that adherence to best practices may evolve over time due to changes in industry standards and search engine algorithms.
• Reporting. The Agency will provide a report every 90 days detailing key SEO metrics, such as keyword rankings, organic traffic, conversion rates, and backlink profile.
• Service Limitations. The Agency will employ industry-leading techniques and best practices in providing Search Engine Optimization (SEO) services and engage in link building activities to improve the Client's website authority and visibility. The Agency will adhere to ethical link building practices and industry guidelines. The Client will review and approve any proposed link building strategies or partnerships. Agency will not be held responsible for making any amends in the event that (1) links are removed; (2) links are placed in websites or alike channels that are taken offline; or (3) links are removed for any reason beyond the control of the Agency or the Client. The Client acknowledges that the Agency cannot guarantee specific outcomes, rankings, or performance metrics within a predetermined time frame. The Client also understands that the Agency's efforts aim to improve the Client's search engine visibility and organic rankings, but specific rankings or traffic goals cannot be guaranteed. The Agency acknowledges that SEO results are influenced by various factors beyond both parties’ control, including search engine algorithms, competition, and market dynamics.

SOCIAL MEDIA

• Account Ownership. All social media accounts created or managed by the Agency on behalf of the Client are the property of the Client, and upon termination of this Agreement, the Agency will transfer ownership and administrative access of these accounts and assets to the Client or a designated party in a timely manner, after any outstanding balance owed is paid in full. However, any paid advertising accounts created and managed by the Agency on social media platforms under the Agency’s Ad Accounts, including associated assets (namely ad campaign accounts, pixel administration access, or custom audiences created), will remain as property of the Agency.
• Appointment. During the term of this Agreement, the Client appoints Agency as Client's exclusive consultant for all social media efforts and grants exclusive access to the administration of all accounts managed by the Agency. The Client will not have shared access to manage, edit, add administrators, or otherwise alter the content or configuration of the social media channels while they are managed by the Agency. The Client agrees to grant full admin access to all profiles to enable the Agency to connect each profile to all appropriate tools and channels (e.g., Facebook Business Manager, Google products, and our social media scheduling software). The Client also agrees to cooperate with the Account Manager appointed by the Agency by providing any needed verification codes sent via phone or email to the business.
• Content Submissions by Client. The Client will submit all content requests and profile changes to the Agency using the Client Request form provided by the Agency and will instruct authorized employees or other team members within the Client's organization to provide content to the Agency using the accepted method. Any content that the Client wishes to include in the social media calendar must be submitted at least 24 hours in advance. Any content submitted for immediate posting may be subject to a rush fee, as well as overage fees or additional post charges, as the monthly allowance may have already been created and scheduled.
• Post Approvals. Unless otherwise stated, the managed services for social media do not include Client’s revisions or approval and are subject to the discretion of the Agency within the scope of the consulting services. Client revisions and approval are subject to the hourly rate of $100. In the event that the Agency is unsure about any content to be published, the Agency will contact an authorized representative for the account to receive approval. In the event the Agency is not able to contact an authorized representative for the account, the content will not be posted to protect the Client’s data. If any post needs to be revised or removed due to any content violation or according to the Client’s wishes, the post will be removed immediately at no additional charge to the Client. In the event that any third-party social media channel finds and/or removes any content due to a violation of its Terms of Use (even if by error) or under its own discretion, the Client will be notified immediately.
• Monthly allowances and overages. Our social media plan has a set number of posts (including text, custom graphics, and video uploads). Any additional posts (to Facebook, Instagram, LinkedIn or Google Business Profile), additional custom graphics (for Facebook, Instagram, LinkedIn or Google Business Profile), and additional video upload (to YouTube) are subject to our hourly rates.
• Legal compliance from the Agency. The Agency agrees to comply with and adhere to all applicable advertising laws and regulations, including those related to disclosures, endorsements, sponsored content, native advertising (such as the Federal Trade Commission (FTC) guidelines on how to disclose sponsored content on social media), and Equal Employment Opportunity requirements. The Agency also agrees to: (1) comply with consumer protection laws, including those related to unfair or deceptive practices, false advertising, or misleading representations while acting as Agency for the Client; (2) avoid any and all false or defamatory statements about individuals or entities through social media; (3) to handle and process any personal data obtained through social media platforms in compliance with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), and if applicable, the California Consumer Privacy Act (CCPA).
• Inclusions and Limitations - Social Media. The setup fee is required for all new clients. The services included are Facebook, LinkedIn, Instagram, Google Business Profile and Youtube. The Agency will connect the profiles to our scheduling platform, use the software at its own expense and reserves the right to maintain exclusive access. The Creative Editorial Calendar includes dates, holidays and observances according to the Client's industry and content strategy. Office closures, events, announcements and other account-specific events must be notified by the Client.

EMAIL MARKETING

• Content Creation and Approval. The Agency will create and design the email content based on the Client's specifications and brand strategy. The Client will review and approve the email content before it is deployed. The Agency will make reasonable efforts to accommodate any necessary revisions within an agreed-upon timeframe.
• Subscriber List and Consent. The Client will provide the Agency with an email subscriber list that complies with applicable laws and regulations, and ensures that proper consent has been obtained from the subscribers. The Agency will handle the subscriber list in strict confidence and will not disclose, sell, or use it for any purposes other than executing the agreed-upon email marketing services.
• Compliance with Anti-Spam Laws. The Agency will ensure compliance with all applicable anti-spam laws, including the CAN-SPAM Act and the General Data Protection Regulation (GDPR). The Agency will include the required unsubscribe mechanism in every email sent on behalf of the Client and will promptly honor unsubscribe requests.
• Performance Tracking and Reporting. The Agency will provide regular performance reports to the Client, detailing the key metrics and insights of each email campaign, such as open rates, click-through rates and list growth.

DIGITAL ADVERTISING (OPTIONAL)

• Ad Budget and Payment. The Client agrees to provide a monthly budget for PPC advertising. Client agrees and acknowledges that the minimum monthly ad spend for Google (Google Search Ads, YouTube, PPC) or social media advertising (Meta (Facebook, Instagram), and LinkedIn) is $5,000/month. The Client agrees to provide a valid credit card to use for the ad spend for the campaign. The allocation of the budget to specific PPC platforms (e.g. Google Ads, Facebook Ads) and campaigns will be determined by the Agency and submitted to the Client for approval.
• Ad Account Access. The Agency reserves the right to work exclusively within its own Ad Accounts and will not provide shared access to the Client (e.g., Facebook Business Manager, Google Ads / Analytics, LinkedIn Ads, Bing Ads, or any other Ad Account created by the Agency on behalf of the client). The Agency will not work under shared access to the Client's ad accounts.
• Minimum Client Commitment and Termination. The Client acknowledges that the minimum ad campaign commitment is 6 months. After the minimum period, the Client will provide written notice of termination to the Agency at least 30 days before the desired termination date. The Client will be responsible for any outstanding payments due to the Agency up to the termination date. No refunds will be provided for fees, deposits, or expenses already paid. In the event of early termination, the Client agrees to pay an early termination fee to the Agency, equal to 50% of one month’s retainer.
• Reporting. Key performance indicators (KPIs) will be established, and regular reports detailing the performance of the PPC campaigns will be provided to the Client every month.
• Service Limitations. The Agency will employ industry-leading techniques and best practices in providing digital marketing services, including but not limited to paid search, social media advertising, and display advertising. The Agency shall adhere to ethical advertising practices and industry guidelines. The Client shall review and approve all campaign creatives, targeting options, and budgets. The Agency will not be held responsible for making any amends in the event that (1) ad placements are removed; (2) campaigns are paused or stopped by the advertising platform; (3) account performance is impacted by platform algorithm changes; or (4) unforeseen events outside the control of the Agency or the Client occur. The Client acknowledges that the Agency cannot guarantee specific outcomes, such as click-through rates, conversion rates, or return on ad spend, within a predetermined time frame. The Client also understands that the Agency's efforts aim to maximize campaign effectiveness and achieve the Client's marketing objectives, but specific performance goals cannot be guaranteed. The Agency acknowledges that campaign performance is influenced by various factors beyond both parties’ control, including platform policies, competitor activity, and market trends.

ADVERTISING, PUBLIC RELATIONS AND EVENTS

• Appointment and Media Purchase Authorization. The Client authorizes the Agency to (1) act as its exclusive representative for the purchase of advertising and media placements on its behalf, including but not limited to print, radio, television, digital, and out-of-home advertising; (2) act as sole and exclusive Agency of record for all Public Relations services; and (3) represent the Client in all matters pertaining to the planning, coordination, and execution of any contracted events. The Client agrees not to engage any other Advertising or Public Relations Agency or consultant for services that directly compete with the scope of work outlined in this Agreement during the term of this agreement. The Agency will present media placement and event production proposals to the Client for approval before proceeding with any purchase. The Client will review and provide timely feedback on proposed media placements.
• Approval to proceed. Client approval authorizes the Agency to: purchase production materials and prepare proofs for copy, layouts, or artwork; publish approved proofs; enter production contracts and engage performers for approved TV/video/radio scripts/storyboards; and transmit approved films and recordings. If the Client cancels or amends plans, they are responsible for reimbursing the Agency for incurred charges or expenses, paying for canceled services, and covering third-party charges resulting from the cancellation or amendment.
• Media Pitches and Earned Placement. The Agency will, at its sole discretion, identify, approach, and pitch media outlets and journalists on behalf of the Client. This includes pitching to media and suppliers for earned media coverage, ad placement, and sponsorship opportunities. These efforts will be based on relevance, audience reach, and editorial fit. The Client acknowledges that granting the Agency this discretion allows for timely and efficient engagement with media outlets. While the Agency will use its best efforts to secure media opportunities, editorial decisions rest solely with the media outlets. The Client understands that the Agency cannot guarantee specific media coverage due to factors beyond its control, including editorial discretion and availability. The Client further acknowledges that media outlets may edit submitted content, and the Agency is not liable for any such edits or the publication of edited content. The Agency will promptly notify the Client of any changes in terms and conditions imposed by media outlets, including rate adjustments, cancellation policies, or other relevant modifications. Whenever feasible, the Client will be informed of these changes and provided with alternative options. The Agency reserves the right to negotiate changes in terms and conditions with media outlets on behalf of the Client.
• Paid Media Placement. The Agency will use reasonable care and skill in selecting and appointing media and suppliers and commits to maximizing the Client's media budget by negotiating discounts and/or increasing advertisement size and/or frequency whenever opportunities arise that align with the approved strategy. The Agency will provide the Client with accurate and detailed billing information and furnish the Client with adequate proof of ad insertions and performance reports to support the proposed media strategy, making any necessary adjustments based on performance data. To ensure transparency and accountability, the Agency will utilize available industry systems (at its own expense) to provide proof of advertising placement in various media.
• Media and Industry Resources. The Agency owns and maintains a proprietary list of media contacts and industry resources. The Client acknowledges that these lists are the exclusive property of the Agency and will not be used, shared, or replicated without the Agency's prior written consent. The Client acknowledges and agrees that the Agency will have sole responsibility for initiating and managing media relations on behalf of the Client. The Client will not interfere or attempt to influence media contacts, interviews, or coverage. The Client will not request revisions or make any additional contact directly to any representative of the media for any paid or earned placements.
• Client Responsibility for Submissions. Timely approval and submission of content by the Client are crucial for securing media coverage. The Agency is not liable for missed opportunities resulting from the Client's failure to meet deadlines. The Client agrees to submit all necessary elements and materials for sponsorship packages within the specified deadlines. The Agency is not responsible for missed deadlines resulting from the Client's failure to provide required information in a timely manner.
• Media and Creative Fees. Media fees include all fees pertaining to the cost of Media Advertising Placement, which will be based on the current published rates for Advertising in all media. Media rates quoted to the Client will be billed at net pricing. All service fees by the agency will be billed separately. The Client will be responsible for the payment of all media invoices according to the invoice terms. All agency fees and production costs for ad creative, videos, and other work products used in advertising campaigns will be billed separately from the cost of insertion on a project-by-project basis.
• Event Management and Expenses. The Agency is responsible for all sub-contracting, documentation, compliance, and payments to vendors as approved by the Client. The Agency will coordinate with vendors, negotiate contracts, and oversee schedules, insurance, and compliance. The Agency will require specific documentation from all vendors before work commences. The Client is released from all responsibility and liability with the vendors. The Agency will invoice the Client for all event expenses at net pricing. The Agency will manage the approved budget and obtain Client approval for any additional expenses. The Client agrees to pay directly or reimburse the Agency for all documented event expenses. The Agency will not be held liable for any cancellations or postponements of the event caused by factors beyond its control. The Agency will make reasonable efforts to mitigate any adverse effects and explore alternative solutions. The Client is responsible for securing all necessary insurance coverage for the event, including general liability and event cancellation insurance. The Client must provide proof of insurance to the Agency prior to the event.

NEW LOGO PACKAGE

• Logo Design and Brand Identity Package
  • Logo concept development - 3 concepts to choose from
  • 2 rounds of revisions of the chosen concept
  • Custom font and color palette pairing
  • 2 revisions of the font and color pack
  • Alternative Logo layouts
  • Brand Submark and Identity kit
  • Vectorized Logo pack

BUSINESS BLUEPRINT

• 360° Clarity Review Report
  • Business Profile
  • Operations Snapshot
  • Market and Competitor Analysis
• Business Blueprint Report
  • Strategic Foundation
  • Business Process Roadmap
  • Growth and Sustainability Outlook
• Team Integration Campaign
  • Employee Communications Policy
  • Employee Social Media Guidelines
  • Employee Newsletter Setup and Design
  • Employee Branding Guidelines

BRANDING AND GRAPHIC DESIGN

• Comprehensive Branding Suite
  • Official Brand Guide (PDF) with custom type (font) and color palette pairing
  • Business Cards (and your first 10 designs for individual names or locations)
  • Official Letterhead
  • Official Envelopes
  • Official Folders
  • Social Media Kit
  • Firm Profile (8-page brochure; in Hi-Res PDF form and optimized for Web)
  • Capabilities Statement or Information Sheet (2 pages; in Hi-Res PDF form and optimized for Web)
  • Qualifications Package or Pitch Deck (up to 20 pages; in Hi-Res PDF form and Digital Flipbook)
  • Standard Proposal Template (up to 20 pages; in PPT, Word, Google Docs or Google Slides format)
  • Standard Presentation Template (up to 20 slides; in Power Point or Google Slides format)

WEBSITE DEVELOPMENT AND HOSTING

• Custom Design and Strategic Content
  • Dynamic slider or custom header for your homepage
  • Custom Art Direction (Fonts, Colors, Layout and Branded elements)
  • Strategic design for all your core pages (Home, About, Team, Services, Markets, Portfolio, Blog / News section, Careers, Contact Page)
  • SEO Optimization of Core Pages for Target Keywords
  • Individual pages dedicated to your top Markets and/or Services - up to 10
  • Individual pages for Team Bios - up to 10
  • Individual Project Pages (Portfolio) - up to 30
  • Articles or Blog Posts in the News Section - up to 10 (submitted by Client)
  • Client logos - up to 30
  • Client testimonials - up to 10
  • Full copywriting / professional editing
  • Professional Stock Images and Branded Graphics as needed
  • Dynamic design elements (Infographics, Counters, Image Sliders, and more)
• Functionality
  • Links to Social Media profiles
  • Google Maps - listing up to 5 locations
  • Online Job Application
  • Newsletter Signup
  • Video Integration (video production billed separately)
  • Online Media Library with PDF Download Capabilities
• Performance
  • Responsive design (viewable on desktop or mobile devices)
  • Safe viewing on all browsers
  • Server-level cache (for faster loading)
  • Google Analytics tool
  • Anti-Spam filters on all your forms
• Managed Hosting and Security
  • Domain strategy and assistance (cost of domain registration or renewal is not included)
  • Secure CMS hosting and data storage
  • Real-time 24/7 uptime monitoring
  • Brute force attack protection
  • IP-specific login restrictions
  • Weekly site backups
  • Technical updates and maintenance

SEARCH ENGINE OPTIMIZATION (SEO)

• Setup - On-Page / Technical Optimization
  • Advanced Keyword Research 
  • Competitor Analysis
  • Custom Content Calendar / Plan
  • URL structure optimization
  • Site-wide Title Optimization
  • Internal linking
  • XML Sitemap and Robots.txt 
  • Advanced website speed test and performance optimization
  • Connection and configuration of all Google accounts (Google Business Profile, Google Analytics, Google Search Console)
  • Schema Markup / Technical setup and monitoring
  • Custom Media Room setup
• Monthly Campaign Management
  • Monthly SEO Site Audit Scan to maintain a "crawl score" of 95%+ (while catching any significant issues that may negatively impact visibility)
  • SEO-Optimized Content Creation 
  • Monthly Content Syndication via your custom Media Room
  • Google Business Profile monitoring
  • Citation acquisition
  • Backlink Analysis
  • Ranking Analysis 
  • Google Analytics Review
  • Quarterly SEO Report

SOCIAL MEDIA

• Setup - Profile / Account Optimization
  • Handle (URL) strategy for all accounts
  • Creation / optimization of Facebook Business Page
  • Creation / optimization of Instagram account
  • Creation, setup and testing of Instagram Link in Bio
  • Creation / optimization of LinkedIn Company Page
  • Creation / optimization of YouTube Channel
  • Creation / verification of Google Business Profile
  • Content scheduling platform setup
  • Research and Setup up to 6 hashtag groups
• Monthly Account Management
  • Original Posts formatted to each channel (up to 10 per platform)
  • Custom Graphics / Short Videos (up to 6)
  • Video uploads (up to 3)
  • Custom Stories (up to 6; applies to Facebook and Instagram)
  • Automated content programming
  • Creative editorial calendar (holidays, industry dates, etc.)
  • Monthly Client Survey for content ideas

EMAIL MARKETING

• Company Newsletter Setup
  • Platform Setup (2FA and Payment)
  • List Management
  • Base template with brand guidelines
  • Domain / Email sender configuration
  • Compliance and Best Practices Checklist (CAN-SPAM)
• Monthly Newsletter Campaigns
  • Content Creation - Copy and Graphic Design
  • Personalization and Dynamic Content
  • Client Approval

ADVERTISING, PUBLIC RELATIONS AND EVENTS

• Public Relations Consulting
  • Develop and execute a PR strategy.
  • Define target media outlets and industry publications.
  • Develop compelling content (stories, articles, videos, etc.) for community support programs.
  • Showcase charity efforts, employee volunteer programs, and partnerships with nonprofits.
  • Secure media placements in relevant trade publications, local and national business publications, and industry-specific online and print media.
  • Develop and distribute press releases, media advisories, and story pitches.
  • Manage media inquiries and interview requests.
  • Develop and implement crisis communication plans, monitor online and traditional media for potential threats, and proactively address any negative publicity.
  • Position key executives and subject matter experts as thought leaders in the industry by securing speaking engagements at industry conferences, contributing articles to industry publications, facilitating interviews and Q&A sessions with industry media, developing and distributing white papers, case studies, and other relevant content.
  • Manage all aspects of the PR campaign, including budget, timelines, and deliverables.
  • Utilize project management tools to track progress and ensure timely completion of tasks.
  • Identify and submit award nominations for projects, company achievements, and employees; and manage the awards submission process and track award wins.
• Event Support Services
  • Assist with planning and logistics, including venue selection, scheduling, and event timelines.
  • Coordinate with vendors (caterers, entertainers, AV providers) to facilitate event execution.
  • Provide on-site staff support for event setup, registration, and guest assistance.
  • Secure and manage event sponsorships, including developing sponsorship packages and fulfilling sponsor benefits.
  • Capture event highlights through photography and videography for use in marketing materials and social media.
• Media Placement and Management
  • Ad placement in Print Advertising - Newspaper, Magazine, Trade Publications
  • Ad placement in Digital Publications - Blogs, Newsletters and Media Websites
  • Ad placement in Broadcast - Radio, Podcasts, TV, Webcast, Vlogs
  • Ad Placement in Outdoor Advertising - Billboards, Bus Shelters, Mesh, On-Site
  • Direct Mail Marketing
  • Ad Space in Industry Events / Sponsorships
• Ad Creative
  • Print Ads - Half / Full Page Ads, Spreads, Inserts, Special Formats
  • Digital Banner Ads
  • Video / Audio Production
  • Billboard / Mesh Design
  • Posters / Bus shelters
  • Promo Items
• Reporting and Client Communications
  • Client approval of size and costs of all media placement.
  • Render monthly reports with relevant KPIs, proof of placement, and budget reports.
  • Provide timely updates on campaign progress and address any client concerns.
  • Include progress on PR, Advertising and Event activities in regular client reports.
  • Track key performance indicators (KPIs) and analyze campaign effectiveness.

DIGITAL ADVERTISING

• Account / Campaign Setup
  • Google Ads Account setup (payment setup, merchant verification and more)
  • Connection to Google Analytics for clear traffic data
  • Conversion tracking setup using Google Tag Manager
  • Strategic Campaign Structure (carefully setting audience criteria - time zone, location, and ad assets)
  • Advanced Keywords Research 
• Monthly Campaign Management
  • Creative ad copywriting 
  • Ad group setup and testing 
  • Performance monitoring (CTR, conversion rate, CPA, ROAS)
  • Continuous optimizations of headlines, ad extensions, keywords (including removal of negative keywords), audience refinements, and other ad assets
  • Conversion tracking and analysis (calls or appointments)
  • Bid analysis / Budget management 
  • Continuous implementation of any new Google Ads features
  • Monthly Reporting