Social Networking Services Contract

SOCIAL NETWORKING SERVICES AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Company") and Company Name ("Customer"). Company has experience and expertise in the development of social networking ("social networking platform") strategies for web pages, web sites and other computer networks. Customer desires to have Company develop and deploy social networking strategies and a custom social networking site, design a social networking campaign, provide custom programming and integration services and other services as outlined in Exhibit B, attached herein (the "Specifications"). Company desires to develop Customer's social networking strategy and services on the terms and conditions set forth herein.

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

Development of Social Networking Strategy and Optimization Services

Company agrees to create, install, edit, manage, develop and employ custom social networking strategies according to the terms listed on Exhibit A attached hereto.

Specifications

Company agrees to develop the social networking pursuant to the Specifications set forth in Exhibit B.

Delivery Dates and Milestones

Company will use reasonable diligence in the development of the social networking services and endeavor to deliver to Customer all deliverables and milestones, no later than Delivery Date. Customer acknowledges, however, that this delivery deadline and the other payment milestones listed in Exhibit A are estimates, and are not required delivery dates. Company will retain all documents, source code, password lists and other assets employed or created for Customer during the execution of this agreement. Customer will only receive the output formats of Company's work where applicable.

The output is to be used only within the scope of the project as outlined in Exhibit A. Customer shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Company for use in the social networking services rendered under this agreement.

Services Provided

Social networking services are intended to establish for the Customer a presence across multiple social networking platforms as outlined in Exhibit B. Services may include specific campaigns to drive traffic to or build membership in various social networking platforms, as well as reporting results on an ongoing and timely basis. Social networking services may include, but are not limited to the following.

1 Social Networking Site Selection

Company will provide a comprehensive list of social networking sites and platforms based upon research completed by Company and presented to Customer that best suits the demographic Customer is trying to reach with its social networking efforts.

2 Social Networking Site, Page or Account Creation, Edits and Custom Programming

Company will create or edit Customer's existing social networking site(s), page(s) or account(s) as deemed necessary by Company in order to meet the goals as stated in the Specifications. Company will register Insert the social networking domain count additional domains to be used as gateways to improve social networking services. Registration shall be in Customer's name and a schedule of fees for maintaining the additional domains shall be billed to Customer accordingly. Company will create Insert additional campaigns additional campaigns for the purpose of targeting specific agreed-upon demographics in order to drive interest in Customer's social networking efforts.

These campaigns will be placed in locations determined to be most effective and at Company's sole discretion. Company may employ proprietary techniques, coding and other resources, as it deems necessary to improve Customer's social networking efforts. Company reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by Company.

3 Software

Company will install, update, upgrade and configure the following software packages (the "Installation" or the "Software") as required by the Specifications, and provide documentation and instructions to Customer on using all Software installed by Company. Company shall provide Hours hours of training to Customer, and turn over all disks, CD-ROMs, digital media, downloads, links or other Software purchased for Customer under this Agreement to Customer. Company shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to Customer.

Company will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement unless otherwise specified in Exhibit B. Company will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to Customer upon execution of this Agreement.

4 Social Networking and Management Services

Company will manage Customer's social networking accounts and pages as stated in the Specifications. Insert services related to specific social networking accounts and other disclaimers (if used). Company will create custom reports for social networking efforts and positioning of Customer's social networking Site(s) or other custom Pages created by Company under this Agreement. Company will provide detailed reports as required by the Specifications and shall endeavor to provide the reports to Customer in a timely manner.

Customer acknowledges that any reports provided by Company are to be considered estimates based on industry standard reporting software and techniques and shall never be construed as an exact counting of each and every submission. Insert exclusions to reporting and other disclaimers (if any). Company will provide editing services and continue to adjust all Accounts, Pages, Fan Sites, Business Sites and other media created under this Agreement for a period of Days days in order to increase the effectiveness of social networking services.

Insert exclusions to editing services and other disclaimers (if any).

Company will create and employ the following third-party tools for Customer:

Insert specifics, including number of keywords, pay-per-click campaign, maximum bids, etc. Insert additional services to be performed for Customer under this Agreement (if any). Company will develop and maintain regular monitoring and reporting on social networking and Third-Party Advertising Performance that is used in conjunction with the social networking Services. Reports will be provided to Customer on a monthly basis.

Customer acknowledges the following with respect to services:

Company accepts no responsibility for policies of third-party social networking Sites, Directories or other Web Sites ("Third-Party Resources") that Company may use with respect to the classification or type of content it accepts whether now or in the future. Customer's social networking Sites, Web Site(s) or content may be excluded or banned from any Third-Party Resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third-Party Resources under this Agreement. Customer acknowledges that the nature of many of the resources Company may employ under this Agreement are competitive in nature.

Company does not guarantee #1 positions, consistent positioning, "top 10 positions" or guaranteed placement for any particular social networking Site(s), Keyword(s), Phrase(s) or Search Term(s). Customer acknowledges that Company's past performance is not indicative of any future results Customer may experience. Customer acknowledges that social networking and submissions can take an indefinite amount of time for results and inclusion, unless paid advertising programs are employed. Each edit or change made to any resources employed by Company will repeat these times.

Customer acknowledges that any of the social networking sites or other resources may block, prevent or otherwise stop accepting information for an indefinite period of time. Customer acknowledges that any search engine may drop social networking sites from its database for no apparent or predictable reason. Company shall adhere to the current policies of the social networking site in question and whether pay inclusion programs are being used. Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the social networking services and the execution thereof under this Agreement.

Customer acknowledges that Company may not become aware of changes to Third-Party Resources, industry changes or any other changes that may or may not affect social networking services. Customer acknowledges that some of the Third-Party Resources offer only paid inclusion programs that require a fee or continued maintenance or performance fees. Customer is solely responsible for all paid advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

Consult Exhibit B for a complete list of Third-Party Resources employed under this Agreement and an estimate of fees for specific advertising keyword targets and other listings. Company reserves the exclusive right, for the duration of this Agreement, to approve or disapprove any design strategies, existing code or other techniques, whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to social networking and the execution of Company's services under this Agreement.

Compensation

For all of Company's services under this Agreement, Customer shall compensate Company, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Company has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Company, whether leased to Customer by Company or not and any Company personnel or staff from Customer location(s), (3) bring legal action.

Confidentiality

Customer and Company acknowledge and agree that the Specifications and all other documents and information related to the development of social networking (the "Confidential Information") will constitute valuable trade secrets of Company. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Company's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Limited Warranty and Limitation on Damages

Company warrants that social networking products and services will conform to the Specifications for a period of 30 days from the date of acceptance by Customer. If social networking services do not conform to the Specifications, Company shall be responsible to correct social networking services without unreasonable delay, at Company's sole expense and without charge to Customer, to bring social networking services into conformance with the Specifications. This warranty shall be the exclusive warranty available to Customer.

Customer waives any other warranty, express or implied. Customer acknowledges that Company does not warrant that social networking services will work on all platforms. Customer acknowledges that Company will not be responsible for the results, press, reputation, productivity or any other measurable metric not specified in Exhibit B, obtained by Customer on social networking services.

Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Company as set forth in Exhibit A attached hereto. Developers note: When creating the Specifications in Exhibit B, make sure to clearly outline the services to be performed which you have control over. It is not recommended to include expected results in Specifications as you may not be able to then meet the terms of your Agreement and maintain results for the entire warranty period. If you do agree to terms you may not have control over in the Specifications, consider removing the default 30-day warranty and specify there is no warranty.

You want to ensure to always agree only to Specifications you can complete. For example, do not warrant that social networking sites will list any campaign in the top 10 results on a search, but do warrant that you performed all content creation and distribution of content per the guidelines of the specified social networking platforms.

Independent Contractor

Company shall be retained as an independent contractor. Company will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Company's behalf.

Company understands that its staff will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation, worker's compensation or unemployment insurance.

Equipment Access

Customer agrees to make available to Company, for Company's use in performing the services required by this Agreement, such items of hardware and software as Customer and Company agree are reasonably necessary for such purpose. Customer agrees to make available any access to services, hosting, ftp or other resources deemed necessary by Company to fulfill its obligations under this Agreement.

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 or understandings, 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 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 enure 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 No Right to Assign

Customer has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Company, which consent can be withheld for any reason.

7 Right to Remove Resources

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 remove any social networking resources under Company control until payment is paid in full, plus accrued late charges of 1 1/2% per month.

8 Indemnification

Customer warrants that everything it provides Company to employ in social networking services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Company harmless from any and all claims brought by any third party relating to any aspect of social networking 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 social networking services. Customer agrees to indemnify Company from responsibility for problems/disruptions caused by third-party services that Customer may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of social networking resources.

9 Use of Material for Promotional Purposes

Customer grants Company the right to use its work in producing social networking services for promotional purposes and/or to cross-link it with other advertising developed by Company. Customer grants Company the right to list, reference or otherwise identify Customer as a client of Company in Company's advertising and marketing.

10 No Responsibility for Loss

Company will have no responsibility for any third party disrupting, intruding, or copying files in part or in whole on all or any part of the work performed for social networking services. Company is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of social networking services under this Agreement.

11 Right to Make Derivative Works

Company will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to social networking services.

12 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.

13 Identification of Company

Customer agrees that Company identification may be annotated and remain within the code or on the Pages, social networking Site(s) or Web Site(s) as the authors. Customer also agrees to put Company's copyright notices on social networking services and the relevant content therein.

14 Transfer of Rights

In the event Company is unable to continue maintenance of social networking services, non-exclusive rights to social networking services will be granted to Customer. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary Material owned by the Developers.

15 Domain Name

Any domain name registered on Customer's behalf will be made in Customer's name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Company will not register domain names in Company name.

Customer is responsible for renewing Customer's domain name.

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: