Services Agreement

This Services Agreement (“Agreement”) is between Profitology, LLC. with its principal place of business at 42812 N. Janette St. Antioch Illinois 60002 (“Profitology”) and Client (“Client”).

1. Appointment

Client appoints Profitology as Client’s creative agency, Profitology in connection with the products and/or services of Client described in Schedule 1, attached hereto, for a term (“Term”) as hereinafter provided.

2. Scope of Services

Profitology will provide Client with Strategy, Marketing and Creative services provided in Schedule 1, attached hereto. Any agreement for additional services will be set forth in writing and considered an addendum to this Agreement.

3. Ownership

All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Profitology for Client are the property of the Client.

Notwithstanding the foregoing, it is understood that Profitology may, on occasion, license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license. In such instances, Client agrees that it remains bound by the terms of such licenses. Profitology will keep Client informed of any such limitations.

4. Term

The term of this Agreement shall commence on the date hours are purchased as provided in Schedule 1 (“Commencement Date”) and shall continue until terminated by either party if additional hours are not purchased. Notice shall be deemed given on the day of mailing. E-mail notices are also permitted however both parties shall acknowledge receipt by replying back to the same e-mail notice to be valid.

Upon termination, Profitology will transfer and/or assign to Client: (1) all Work Product in Profitology’s possession or control belonging to Client, subject, however, to any rights of third parties; and (2) all contracts with third parties, including advertising media or others, upon being duly released by Client and any such third party from any further obligations. Client recognizes that Profitology is a signatory to certain union agreements covering talent used in broadcast materials, which generally cannot be assigned except to signatories to such collective bargaining agreements governing the services rendered by such talent.

5. Compensation and Billing Procedure

Profitology will be compensated, and Client will purchase hours as provided in Schedule 1, attached hereto. Confirmation of purchased hours will serve as the invoice. If termination is mid-project a prorate refund will be paid to Client within 7 days of the last day of work performed by Profitology in accordance with Schedule 1.

6. Confidentiality and Safeguard of Property

Client and Profitology respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure.

Profitology and Client will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Profitology nor Client will be responsible for any loss or damage.

7. Indemnities

Profitology agrees to indemnify and hold Client harmless with respect to any claims or actions by third parties against Client based upon material prepared by Profitology, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Client to Profitology.

Client agrees to indemnify and hold Profitology harmless with respect to any claims or actions by third parties against Profitology based upon materials furnished by Client or where material created by Profitology is substantially changed by Client. Information or data obtained by Profitology from Client to substantiate claims made in advertising shall be deemed to be “materials furnished by Client.” Client further agrees to indemnify and hold Profitology harmless with respect claims or actions arising from the use of Client’s products or services.

8. Commitments to Third Parties

All purchases of media, production costs, and engagement of talent will be subject to Client’s prior approval. Client reserves the right to cancel any such authorization, whereupon Profitology will take all appropriate steps to effect such cancellation, provided that Client will hold Profitology harmless with respect to any costs incurred by Profitology as a result.

For all media purchased by Profitology on Client’s behalf, Client agrees that Profitology shall be held solely liable for payments only to the extent proceeds have cleared from Client to Profitology for such media purchase; otherwise, Client agrees to be solely liable to media (“Sequential Liability”) if approved in advance by written notice buy Client. Profitology will use its best efforts to obtain agreement by media to Sequential Liability.

9. Amendments

Any amendments to this Agreement must be in writing and signed by Profitology and Client.

10. Notices

Any notice shall be deemed given on the day of mailing or receipt acknowledged e-mail.

11. Governing Law

This Agreement shall be interpreted in accordance with the laws of the State of the defending party without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of the defending party.

IN WITNESS WHEREOF, Profitology and Client have executed this Agreement when Client purchases hours via Profitology.com.

Schedule 1: Commencement Date, Scope of Services, and Compensation and Billing Procedures

I. Commencement Date is the date of Retainer Hours Purchased

II. Scope of Services

A. Create, prepare, and submit to Client for approval, creative materials, strategy, marketing, and creative ideas for marketing programs for Client. Conduct monthly strategy meetings and weekly execution meetings. Assemble team to execute the strategy as agreed upon by the Parties arising out of each strategy session for any services provided by Profitology some or all of which may be listed below.

III. Compensation and Billing Procedures

• 50% of unused hours in any given month may be carried over to the next month.
• Any hours not used by the end of the 6 months will be forfeited.

Any hours not used by the end of the 6 months will be forfeited.

IV. MONTHLY CREATIVE RETAINER PACKAGE

• 100 Hours Per Month

Draw against a monthly bank of hours and take advantage of Profitology’s diverse capabilities & talents: