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Social Media Ad Management Agreement

THIS AGREEMENT is effective as of the date of acceptance and payment for services, by and between (Client) and Harris Marketing Group at 6538 Collins Ave #620 Miami Beach, FL 33141 for the creation and implementation of social media ads, weekly strategy calls, advertising consulting, statistics/performance reports, product created and marketed under the client’s company.

WHEREAS, Harris Marketing Group is an expert in Web Marketing, and Social Media Advertising.

WHEREAS, Client wishes to have Harris Marketing Group provide it and its subsidiaries and affiliates advice and assistance in evaluating, determining, and developing a Strategic Internet Marketing Pay Per Click Campaign (consulting services) on a consecutive 6 month basis.

Deliverable: Harris Marketing Group is to develop strategic Internet advertising campaign utilizing targeted marketing techniques during the management of the Pay Per Click Campaign(s) for Client, and to provide reports for their records.

Service Description:

1. Strategy planning, market research, and ongoing consulting to help the client achieve the best results and goals
   1. Conducting competitive market research by reverse engineering top competitors’ advertising strategies and developing a creative brief to guide the campaign
   2. Developing a market research based advertising strategy designed to position clients for success in the marketplace
   3. Setting up initial campaigns for testing on social media (in the agreed upon platforms for the agreed upon budget)
   4. Setting up a system to track and report all key performance indicators (KPIs)
   5. Providing marketing funnel and sales process improvement consulting up to 2 hours per month unless Harris Marketing Group decides in its sole discretion to spend more hours
2. 1 weekly meeting with the account manager to review strategy, account, and results
3. Complete social media ads set up on agreed upon platforms, social media ad management (cold and retargeting campaigns)
4. Additional tech, troubleshooting, and editing needed to launch ads, including pixel installation and tracking

Client Requirements:

Client agrees to the following terms for delivery and review of material.

1. Provide required intake information requested through forms and Google Drive System or email within 3 business days for timely campaign creation
2. Review and provide feedback on all work delivered by Harris Marketing Group within 7 days; no reply implies approval
3. Complete parts of products and presentations that Harris Marketing Group assigns in a timely manner
4. After 30 days of no contact from Client to Harris Marketing Group, Harris Marketing Group will assume Client is no longer in need of Harris Marketing Group’s services and Harris Marketing Group may terminate the Agreement; in this event, all unpaid fees will be due and collectible at the time of termination.

WHEREAS, Client wishes to maintain in confidence all information including data, technology, commercial and research strategies, trade secrets, inventions and know-how disclosed by Client to Harris Marketing Group, directly or indirectly, in written, oral or other tangible form, for the purpose of the consulting services or arising from the consulting services (collectively, confidential information).

NOW, THEREFORE, Client and Harris Marketing Group hereby agree:

1. Term

Client will retain Harris Marketing Group, and Harris Marketing Group will accept such retention, commencing as of the effective date of this Agreement and continuing through midnight of no less than 6 months, or until termination of this Agreement as provided below. At the end of the initial term this agreement shall be automatically extended 6 months at a time at the monthly rate determined by the selected plan until terminated as provided below.

2. Compensation

(a)Client will pay Harris Marketing Group as compensation a monthly management fee in accordance with the pricing schedule “A” attached or the minimum management fee which ever is greater based on the actual advertising expenditure for the month. The management fee shall be paid at the beginning of each month (or 30 days after the previous payment in full). The Client will provide a Credit Card to be attached to the Google, Meta, Pinterest, LinkedIn, Tiktok, or other PPC advertising system for Advertising fee Billing.

(b) Late Payments: In the event client fails to make a monthly payment or that payment(s) exceed thirty (30) days Harris Marketing Group at its discretion may charge a late payment fee of three percent (3%) per month.

Additional Services. All services outside the scope of this Agreement that are requested by the Client and which Harris Marketing Group agrees to perform will be billed at a rate of $500 per hour. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although Harris Marketing Group may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by Harris Marketing Group.

Harris Marketing Group will have all ad created approved by Client prior to publishing ads. Client realizes that Harris Marketing Group will make every effort to comply with the social media platform’s terms of service in creating ads, however these terms change frequently. The Client shall indemnify and hold Harris Marketing Group harmless from any and all liability resulting from Client’s use of the work produced by Harris Marketing Group under this agreement.

3. Intellectual Property Rights

(a) Harris Marketing Group uses proprietary software in the analysis of web marketing data, and shall own all right, title and interest in any inventions or discoveries (e.g., compositions of matter, devices, processes, treatments, improvements, concepts, ideas, and the like), whether or not patentable, developed or acquired by Harris Marketing Group as a result of the consulting services. Raw data used to develop any reports shall be reviewable by the CLIENT but shall remain in the possession of Harris Marketing Group. An Executive summary of the findings will be delivered to the CLIENT and all information contained therein will become the property of the CLIENT.

(b) Any image, graphics, sound, music, custom coding or scripts, text and any other material supplied (“client provided material”) by the Client to Harris Marketing Group will remain the property of its owner, whether it’s the Client’s or a 3rd party’s. Harris Marketing Group assumes that any items or materials supplied by the Client, for use under this agreement, are legally and lawfully obtained by the Client. The Client shall assume all the legal rights and responsibilities of obtaining any materials that it supplies to Harris Marketing Group for use under this agreement. The Client shall be held responsible for any unlawfully obtained materials and related fees, it supplies to Harris Marketing Group for use under this agreement. This would include, but not limited to; legal fees, court fees, lawyer fees, copyright violation fees, and all fees that would apply from a copyright infringement lawsuit.

4. PPC Advertising Provider Account

Client understands that during the term of this agreement:
(a) Harris Marketing Group may create new or take administrative responsibilities for a customer’s existing PPC Advertising Provider’s Account (Google Adwords, Meta, LinkedIn, Pinterest, TikTok ads, etc.) for the purposes of maintaining client advertisements, bid prices, keyword selection etc.

(b) Harris Marketing Group will have administrative access to the PPC Advertising Provider’s Account.

(c) To ensure appropriate security and to prevent accidental or unwanted changes Client will have reporting only access only to this/these account(s).

(d) In the event that client terminates this agreement in accordance with section 6 below, Harris Marketing Group will remove its own access to this/these accounts.

(e) In the event that the client does not pay the monthly retainer in accordance with section 2, Harris Marketing Group at its discretion may remove access by the client to this/these account(s).

(f) Termination of Client Account by social media platform. It is possible that a social media platform like Meta may terminate Client’s advertising account due to noncompliance, whether due to a change their terms and conditions or due to use or activity associated with client’s advertising account, by Client or at Client’s direction, that is noncompliant with the social media platform’s terms and conditions. Client understands that the social media platform by their terms of service can arbritarily terminate an ads account without giving a specific reason. Client agrees to hold Harris Marketing group harmless in the event of the Client’s ad account being terminated.

In the event this happens, Client agrees to attempt to re-activate the account or to set up a new social media advertising account, to allow Harris Marketing Group to continue its work under this agreement, and Harris Marketing Group agrees to cooperate and assist to the best of its ability in getting such account reactivated or a new account set up, or choose not to do so, Client indemnifies Harris Marketing Group and holds Harris Marketing Group harmless for any losses Client may suffer as a result.

5. Confidentiality

(a) During the term of this Agreement and any subsequent extension, and for a period of five (5) years thereafter, Harris Marketing Group and its agents or employees will not disclose confidential information to others outside of the consulting firm without the prior written consent of CLIENT, except Harris Marketing Group will not be prevented from disclosing information that (i) can be shown by contemporaneous documentation to have been in Harris Marketing Group’s possession prior to the disclosure by CLIENT; (ii) at the time of the disclosure is, or thereafter becomes, through no fault of Harris Marketing Group, part of the public domain; or (iii) is furnished to Harris Marketing Group by a third party after the time of the disclosure without the breach of any duty to CLIENT; and

(b) Harris Marketing Group will keep separate and segregated from other work all confidential information. All right, title, and interest in confidential information, including that arising from the consulting services shall belong to CLIENT, and upon expiration or termination of this Agreement, all tangible forms of confidential information, including copies thereof, whether prepared by Harris Marketing Group or other, will be delivered to CLIENT. Raw data used to create the executive summary report is not considered confidential information.

6. Other Engagements

(a) During the term of this Agreement, Harris Marketing Group may be engaged by one or more other institutions for Harris Marketing Group’s expertise.

(b) Harris Marketing Group represents that they are not and will not become a party to any agreement which conflicts with their duties under this Agreement during the term of this Agreement.

(c) Harris Marketing Group will use best efforts to segregate the consulting services provided under this Agreement from work at other institutions, so as to minimize any questions of disclosure of confidential information. CLIENT may terminate this Agreement if in its reasonable opinion the performance of such work will conflict with its interests.

7. Notice

Any notice required or permitted by the terms of this Agreement shall be given by registered mail, prepaid and properly addressed as follows:

If to CLIENT:
Name & address provided by the Client.

If to Harris Marketing Group:
Harris Marketing Group LLC

6538 Collins Ave #620  Miami Beach, FL 33141
Attention: Contracts Department

Delivery will be deemed conclusively made (i) at the time of service, if personally served, (ii) when deposited in the United States mail, properly addressed and postage prepaid, if delivered by express mail or certified mail, (iii) upon deposit with the private overnight deliverer, if served by overnight delivery, and (iv) at the time of electronic transmission (as confirmed in writing), provided a copy is mailed withintwenty-four (24) hours after such transmission. The time to respond to any notice will run from the time the notice is actually delivered to the person to whom the notice is addressed.

8. Survival and Termination

(a) This Agreement may be terminated by either party upon thirty (30) days written notice, sent to the address written above, to the other party after fulfilling the initial commitment in the Schedule A. If the client wishes to terminate the agreement, the fee will be a minimum of $2,997 a month for the amount of months that remain in the 6 month commitment.

(b) This Agreement may be terminated by a non-breaching party, in addition to any other remedy, for breach of any term of this Agreement, upon written notice, pursuant to Section 6 of this Agreement, to the breaching party; upon which event all rights of the breaching party shall terminate.

(c) The terms and obligations of Sections 3 and 5 of the Agreement shall survive and remain in full force and effect after expiration or any termination of this Agreement, regardless of the cause of such termination.

9. Arbitration

The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in Miami Dade County, FL, USA, or such other place as may be mutually agreed upon by the parties. Within fifteen (15) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators selected shall select a third arbitrator within ten (10) days of their appointment. The non-prevailing party shall bear its own costs and expenses and the full costs and expenses of the prevailing party, as determined by the arbitration.

10. Not an Employee

Harris Marketing Group, its agents or employees is an independent contractor and is not an employee or agent of CLIENT. Harris Marketing Group shall not be entitled to benefits or compensation from CLIENT except as set forth in this Agreement and shall in no event be entitled to any fringe benefits payable to employees of CLIENT.

11. Employee Hiring

Both parties agree that, throughout the term of this Agreement and any renewals of the term of this Agreement, and for a period of twelve (12) months after termination of this Agreement, neither party shall induce or attempt to persuade any employee, sub-agent, field agent, Independent Contractor or sales representative to terminate his or her employment or business relationship with the other party or accept competitive employment or an independent contractor or sub-agent position for any organization outside of either party, nor shall either party cause or permit its own employees and sub-agents to do any of the foregoing without the expressed, written consent of said party. Any such arbitration shall be conducted in Miami Dade County, Florida, or such other place as may be mutually agreed upon by the parties.

12. Warranty Disclaimer: Limitation of Liability

Harris Marketing Group shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Harris Marketing Group shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services, viruses, or termination by social media sites including any respective advertising social media platform.

Harris Marketing Group makes no warranties of any kind, whether express or implied regarding the Services, including any warranty of merchantability or fitness for a particular purpose. Harris Marketing Group shall not be liable for the unavailability or inoperability of the Internet, technical malfunction, computer error, corruption, or loss of information.

IN NO EVENT SHALL HARRIS MARKETING GROUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. IN NO EVENT WILL Harris MARKETING GROUP’S LIABILITY HEREUNDER EXCEED THE TOTAL REVENUES

PAID TO Harris Marketing Group BY THE CLIENT UNDER THIS AGREEMENT.

In the event that Harris Marketing Group is obstructed, incurs a loss of efficiency in productivity or is delayed in the commencement, prosecution, or completion of the Services, by: (i) the act, failure to act, direction, order, neglect, delay, or default of Client, its agents or employees or any other entity or person employed at Client’s premises, or (ii) by changes in the Services; or (iii) by reason of fire, lightning, earthquake, enemy action, act of God, or similar catastrophe, or by government restrictions in respect of materials or labor, or by a strike or lockout beyond Harris Marketing Group’s reasonable control, then Harris Marketing Group shall not be considered in any way to have breached its obligations hereunder. Client expressly agrees not to make, and hereby waives, any claim for damages, including those resulting from increased supervision, labor or material costs, on account of any delay, obstruction, or hindrance attributable to the aforesaid causes.

13. No guarantee.

Harris Marketing Group does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of Harris Marketing Group may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating promised results or level of results.

14. Entire Agreement

This Agreement is the final, complete and exclusive Agreement of the Parties. This Agreement is the entire agreement of the parties relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements of the parties relating to the subject matter hereof. It may be amended only by an agreement in writing, duly signed and executed by both parties. Payment of services serves as an agreement to this contract.

Harris Marketing Group Campaign Pricing Tiers, Schedule A

We welcome you to contact us directly with your questions or comments:

Harris Marketing Group, LLC
PO Box 450024
Miami, FL 33245

Email Address: support@ileanharris.com

Effective as of May 16, 2018- until now