Services Retainer Agreement

RETAINER AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer").

In consideration of the mutual covenants set forth in this Agreement, Customer and Company hereby agree as follows:

Engagement of Services

Company agrees to render to Customer professional services as follows:

Insert the type of service to be covered under this retainer here.

In addition to professional services, Customer agrees to pay for additional expenses and third party costs incurred for or on behalf of Customer, including, but not limited to:

Copies, shipping, courier services, printing, media costs (disks, storage, etc). Insert any additional type of expense to be covered under this retainer here.

Billing and Understanding of Rates

Fees are based on the actual time spent on services performed, at a rate of Hourly Rate per hour, billed in quarter hour (25) increments. Travel Rates shall be billed at Hourly Rate per hour and Insert the Travel Mileage Rate per mile. Phone conferences shall be billed at actual time when demanded or scheduled ahead of time by customer. Customer acknowledges that all phone or email time spent working on services for Customer shall be subject to the hourly billing rate.

Rates are guaranteed for 120 days from the date of this agreement. Rates may be adjusted after this date without prior approval. All estimates of time to complete a given task are based on our evaluation of the task, the extent of Company's involvement and the complexity of the task to be performed. During the course of working for Customer, additional requirements or problems may become evident or additional work may be requested or required.

Customer further understands that all estimates are done using the information made available to Company by Customer and that all estimates may be subject to modification at any time. Company shall submit an itemized account of all time spent on a particular task, and Company shall not exceed Insert Maximum Billing Amount in monthly billing without Customer's prior written or unilateral verbal approval.

Cancellation

Should Customer ultimately not engage Company for services, Customer agrees to a cancellation fee of Insert the Retainer Cancellation Fee to be deducted from the retainer, in addition to any expenses or third party costs Company has paid on behalf of Customer. Upon termination or expiration of Agreement, Customer agrees to be solely responsible for any additional third party fees for any service utilized for or on behalf of Customer by Company. Additional expenses may include, but are not limited to: hosting fees, licenses, translations, royalties, talent, and other associated fees.

Retainer

To secure Company's commitment to perform the services listed above, Customer agrees to pay Company Insert the Retainer Contract Fee as a retainer, to be credited against all future services performed.

General Provisions

1 Entire Agreement

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.

3 Binding Effect

This Agreement shall be binding upon and inure to the benefit of Customer and Company and their respective successors and assigns, provided that Company may not assign any of its obligations under this Agreement without Customer's prior written consent.

4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

5 Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

6 Right to Withhold Creative Content and Services

In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Company has the right to withhold further creative content and services performed for or on behalf of Customer until payment in full is made, plus accrued late charges of 1 1/2% per month.

7 Indemnification

Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of the services, including, but without limitation, any and all demands, liabilities, losses, costs and claims, including attorney's fees, arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the advertising or services. Further, Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third party services and contractors that Customer may use, such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing, and other services that relate to the execution of the services outlined in this Agreement by Company.

8 Use of Services and Creative Content for Promotional Purposes

Customer grants Company the right to use the creative content, description of services performed, results of services and campaign data as it sees fit for promotional purposes.

9 No Responsibility for Theft

Company has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Customer by Company.

10 Attorney's Fees

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.

11 Term of Agreement

This Agreement shall begin on Current Date and shall continue in full force until terminated by either party upon at least thirty (30) days prior written notice.

Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below: