Contractor agrees to perform the following services for Client:

1. Research

2. Setup

Reputation Marketing Strategy

1. Reputation Marketing

2. Reputation Marketing Staff Training (Reputation Marketing Culture)

3. Video Testimonials

Monthly Reputation Development
1. Daily

2. Weekly

3. Posting & Responding Reviews

Company details and graphics

Company Online Resources

IV.    Legal Agreement
1. Time for Performance

2. Payment

3. Terms of Payment

Payment to be received by the Contractor within 10 days from the date of signing this contract.

HSBC Bank PLC, 8 Canada Square, London E14 5HQ, UK

IBAN: GB46HBUK40470901598554

BIC: HBUKGB4113F

Account Name: Johnstone Consulting LLP

Account Number: 01598554; Sort Code: 40-47-09

Upon the signature of this agreement the client may start the process. Development and optimization will not begin until payment is received.

Monthly payments and invoicing to post reviews, directory site monitoring, real time alerts, monthly reports, reputation training center, review page collection, posting of testimonials to your website, will be done via corporate credit card and charged on the 1st of the month after the Reputation setup of the company has been completed.

4. Limited Liability
This provision allocates the risks under this Agreement between Contractor and Client. Contractor's pricing reflects the allocation of risk and limitation of liability specified below.
Contractor's total liability to Client under this Agreement for damages, costs, and expenses shall not exceed the compensation received by Contractor under this Agreement. However, Contractor shall remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Contractor, Contractor's employees, or agents, while on Client's premises to the extent such actions or omissions were not caused by Client.
There have been no promises or agreements in the contracted work that will result in any sales, profits, or revenue for the client.  The contracted work and training is strictly for helping the client to learn social media and to help them develop an online presence and not to facilitate sales of their products and services.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

5. Expenses
Contractor will be responsible for all expenses required for the performance of the contractual services, except for the following, which will be paid for by Client:

Any additional services which are elected by the client such as additional programming, main website development, consulting, etc. Contractor will submit a budget and expense to be approved by the client and the client must approve the terms and the contractor must receive payment before the work is done.

6. Terminating the Agreement
This agreement is for the set up and monthly maintenance of your Reputation Marketing and the client agrees to maintain the contract for 90 days at the agreed price and may cancel after that with a 60 day notice.

If the client terminates the contract, the contractor shall be entitled to full payment for services performed prior to the date of termination at a discounted rate of $85 per hour.  Contractor must submit in writing all work that was performed.

7. Intellectual Property Ownership

Contractor shall retain all copyrights, patents, trade secrets, and other intellectual property rights to the strategies that have been given to the client.  These intellectual properties are not to be shared with any parties that are not a part of this contract.  We are focused on educating you and promoting your reputation online, not educating 3rd party firms.

The contractor will maintain ownership of the contractor’s resources used. Example:  Sites and resources solely hosted by the contractor and contractor optimized websites, tracking systems etc.

8. Releases
Client shall obtain all necessary copyright permissions and privacy releases for materials included in the content that is given to the contractor. Client shall indemnify Contractor against all claims and expenses, including reasonable attorney fees, due to Client's failure to obtain such permissions or releases.

Client gives full permission to use all content provided to the contractor under the terms of this agreement, including photos, videos, and all other content provided to the contractor.

9. Independent Contractor Status
The parties intend Contractor to be an independent contractor in the performance of the services. Contractor and Client agree to the following rights consistent with an independent contractor relationship.
Contractor will have the right to control and determine the methods and means of performing the contractual services.
Contractor has the right to perform services for others during term of this Agreement.
Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
Client shall not require Contractor or Contractor's employees or subcontractors to devote full time to performing the services required by this Agreement.

10. Disputes
If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute.

If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected.  Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. Costs of arbitration, including lawyers' fees, will be allocated by the arbitrator.

11. No Partnership
This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf.

12. Entire Agreement
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

13. Successors and Assignees
This agreement binds and benefits the heirs, successors and assignees of the parties.

14. Notices
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered:
In person
By certified mail, or
By overnight courier.

15. Governing Law
This agreement will be governed by and construed in accordance with the laws of England.

16. Counterparts
The parties may sign several identical counterparts of this agreement. Any fully signed counterpart shall be treated as an original.

17. Modification
This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced.

18. Waiver
If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.

19. Severability
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.

CLIENT
Name: ________________________________________________________________

Address: ______________________________________________________________

City/ ST: ______________________________________________________________

Phone: ________________________________________________________________

Email:  ________________________________________________________________

Signed:  ______________________________________   Dated: __________________
Printed Name of Authorized Official / Title

Signature:    ________________________________________________________                      

CONTRACTOR

DYLBO digital media
4 Cutthorpe Grange, Chesterfield
Derbyshire, S41 9SD

Dated:  __________________________                                                                                  

By:       ___________________________________________________________                     
Printed Name of Authorized Official

Signature:         ______________________________________________

Reputation Marketing Agreement