Search Engine Marketing Services Agreement
BETWEEN
Reece
George (herein
referred to as the Practitioner)
And:
The
Customer (herein
referred to as the Customer)
1. Services
The
Practitioner agrees to provide to the Customer the following Search
Engine Marketing consultation services (the “Services”), outlined
in more detail in the proposal:
The
Customer acknowledges that Search Engines may, at any time, change
their ranking algorithm, exclude sites from their listings, or change
their policies, and that there is considerable competition for
certain keywords. Due to this it is impossible to guarantee a
specific search engine ranking.
Practitioner
shall be entitled to provide the Services remotely from its own
premises and will not be required to attend the Customer's premises.
If the Practitioner is required to attend the Customer's premises for
any reason pursuant to this Agreement, the Customer will reimburse
the Practitioner for reasonable transport and/or accommodation
expenses incurred by the Practitioner in doing so.
The
Customer will reimburse the Practitioner for all expenses incurred by
the Practitioner on the Customer's behalf or in carrying out its
obligations under this Agreement.
2. Payment
In
compensation for Services performed by the Practitioner, the Customer
agrees to pay the mutually agreed on sum before the commencement of
this project.
Additional
work not specified above, will be billed at the rate of $80 per hour.
All additional invoices rendered by the Practitioner are payable within fourteen (14) days from the date of invoice. The Customer agrees to pay the Practitioner in full within this period.
3.
Termination
In
the event of termination, the Practitioner will complete any work
authorized up to the point of termination, but will not accept any
further work. All moneys unpaid by the Customer pursuant to this
Agreement will immediately become due and payable.
4. Customer
Responsibility and Warranties
The
Customer authorizes the Practitioner to obtain access to the
Customer's computing facilities (the "Facilities") using
the remote means of access (the “Means Of Access”) set out in the
Proposal and subject to any restrictions on access set out in the
Proposal, for the purposes of providing the Customer with Services.
The
Customer indemnifies the Practitioner against any loss or damage
arising directly or indirectly from any unauthorized use of the
Facilities to which the Practitioner has been granted remote access,
provided that such unauthorized use has not arisen as the result of
any material breach by the Practitioner of its own obligations under
Clause 5 of this Agreement.
The
Customer agrees to provide the Practitioner with all copy,
illustrations, documents, and records required to carry out the
services outlined above. The Customer warrants that the Customer is
the full copyright owner of these materials, or that he has obtained
proper permission from the copyright owner for use of these
materials. The Customer indemnifies the Practitioner against any
liability or suit arising from the use of these materials.
The
Practitioner is not responsible for any changes made to the
Customer’s Website by third parties. Any such modifications may
require extra work on behalf of the Practitioner and will be billed
separately at the rates specified in clause 2.
5.
Practitioner Responsibilities and Warranties
The
Practitioner will not use the Means of Access (or any other methods
of remote access) to access the Facilities for any purpose other than
to provide the Services. However, the Practitioner shall be
permitted to gain remote access to the Facilities for lawful purposes
using any publicly available means (such as the World Wide Web),
which do not require special authorization.
The
Practitioner will take the following steps to ensure the security of
the Facilities (insofar as the use of the Practitioner's systems and
the Means of Access are concerned):
-
ensuring
that no passwords are stored in easily recognizable form on the
Practitioner's own systems in circumstances where a breach of the
Practitioner's own internal security may reveal them;
-
ensuring
that only those employees and contractors of the Practitioner who
are required to access the Facilities using the Practitioner's
systems and the Means of Access are able to do so;
-
ensuring
that the Facilities are not capable of being accessed by a system or
user, which transits the Practitioner's own systems, except as
permitted by this Agreement.
The
Practitioner will not be liable to the Customer or to any third party
for any non-performance or delay in the performance of its
obligations under this Agreement, if events or conditions beyond its
reasonable control cause the non-performance or delay and the
Practitioner gives the Customer prompt notice thereof. In no event
will this provision affect Customer's obligation to make payments to
Practitioner under this Agreement except in respect of Services that
are unable to be performed by Practitioner, until they can be
performed.
6.
Confidentiality
The
Practitioner will not disclose to any third party or use other than
for the purposes of this Agreement any knowledge or information
imparted to or obtained by it during or in connection with the
fulfillment of this Agreement which is of a secret or confidential
nature relating to the business, equipment, processes relating to the
equipment, the products, services, process or business strategies
offered or employed by the Customer. This obligation of confidence
will cease to apply in relation to information that the Practitioner
is required to disclose by any law, or which becomes part of the
public domain other than as the result of a breach by the
Practitioner of its obligations of confidence under this Agreement.
7. Employee
Retention
The
Customer undertakes to the Practitioner that it will not for a period
of two years from the termination of this Agreement entice away or
endeavor to entice away from the Practitioner any employee of the
Practitioner. The Customer acknowledges that the prohibition and
restriction contained in this clause are reasonable in the
circumstances and necessary to protect the business of the
Practitioner.
8.
Non-Exclusive Agreement
The
Customer acknowledges that the Practitioner is providing Services to
the Customer on a non-exclusive basis and that the Practitioner may
provide services of the same or a similar nature as the Services to
any other party, including parties who may directly compete with the
Customer.
8.
Interpretation
This
Agreement shall be construed and interpreted according to the laws of
NSW,
Australia.
Any disputes arising from this Agreement shall be litigated or
arbitrated in NSW,
Australia.
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