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HomeMy WebLinkAboutItem 06.yi 3/31/15 Item No. PROFESSIONAL SERVICES AGREEMENT WITH SPC MARKETING Proposed Action LAAC Advisory Board recommends adoption of the following motion: Move to approve the Services Agreement with SPC for digital marketing services at the Lakeville Area Arts Center. Passage of this motion will result in authorization to use funds from the 2015 State Arts Grant to pay for digital marketing services through SPC for the LAAC. Overview At the March 19th LAAC Advisory Board Meeting, SPC Marketing made a presentation regarding a proposal to work with LAAC Staff to increase digital marketing for the Arts Center utilizing funds from the 2015 State Arts Board Grant. SPC's proposal includes a service contract running from May 2015 through December 31, 2015. The scope of their work will include launching a paid search campaign, expanding and refining social media marketing, creating landing pages, optimizing email marketing, and targeted banner advertising. The LAAC Advisory Board has reviewed the proposal and is forwarding it to the City Council with a positive recommendation for approval. Primary Issues to Consider • None Supporting Information • SPC Marketing Service Agreement fMasiarchin keville Area Arts Center Manager Financial Impact: $1,750 per month (May — Dec) Budgeted: Y/N Y Source: State Arts Grant Related Documents (CIP, ERP, etc.): Community Values Access to a Multitude of Natural Amenities and Recreational Opportunities SPC. This Agreement ("Agreement") is entered into by and between SPC Integrated Solutions (dba SPC Marketing), a Minnesota Limited Liability company having its principal place of business at 4005 Pheasant Ridge Drive, Blaine, MN 55449 (herein "Provider") and Lakeville Area Arts Center having its principal place of business at 20965 Holyoke Ave, Lakeville, MN 55044 (herein "Customer"). The Provider offers various Internet and related services to its customers. This Agreement sets out the Provider's general terms and conditions that apply to providing those services. Once accepted by the Provider, this Agreement will constitute a binding contract between the Provider and the Customer for the supply of the services described herein. 1. DEFINITIONS a. The "Charges" means the charges for the Services, as specified in Exhibit A "SCOPE OF WORK AND FEES" as attached hereto. b. The "Customer's Data" means all and any information, data, computer files or other material supplied by the Customer from time to time to the Provider. c. The "Deliverables" means any software, documentation or other materials provided to the Customer by the Provider. d. "Intellectual Property Rights" means any patent (whether U.S. or foreign), trademark, service mark, registered design, copyright, design right, right to extract or exploit information from a database, database rights, know-how, methodologies, inventions, discoveries, trade secrets, confidential information or process, any application for any of the above, and any other intellectual property right recognized in any part of the world . Whether or not presently existing or applied for. e. "Initial Service Period" means the period commencing on the date of execution of this Agreement by both parties and ending on 12/31/2015. f. 'The Services" means the services ordered by the Customer. 2. TERM OF AGREEMENT; SERVICE a. The term of this Agreement shall be the Initial Service Period plus any subsequent renewal pedods with respect to the Ongoing Work described in Exhibit A. After the expiration of the Initial Service Period, this Agreement shall continue in effect on a periodic calendar quarterly basis until either party provides written notice to the other, no less than 60 days prior to the last day of the then -current calendar quarter, that it does not desire to renew this Agreement. b. During the term of this Agreement, Provider will provide the Services to the Customer on the terms outlined in the scope of work section of Exhibit A attached hereto. c. At any time, either the Provider or the Customer may propose a change to the Services. The Provider will charge the Customer at the Providers standard rates implementing any such changes proposed by the Customer. Any definitive changes in the scope of work must be mutually agreed and documented in writing signed by each party as a change order to this Agreement. 3. CHARGES, PAYMENT AND RENEWALS a. The Charges for the Services are set forth in Exhibit A. The Customer will pay the Charges to the Provider in accordance with Exhibit A "Scope of Work and Fees:' This is a fixed bid contract. b. If the Customer requires the Provider to work outside its normal working hours in order to provide any of the Services, the Customer will also pay the Provider for doing so at the Providers standard over -time rates (time and one half of prevailing rates) in effect at the time the work is performed. c. The Customer will reimburse the Provider on demand for all travel and other expenses approved by customer in writing, in advance, incurred or which the Provider has undertaken to incur in connection with the provision of the Services to the Customer. d. If the Customer does not perform any task required pursuant to this Agreement and the Provider performs that task after notice to Customer, the Customer will pay the Provider for doing so at the Provider's standard rates. e. The Provider will be entitled at any time upon notice to modify its fees (other than the Charges for the Project Work specified in Exhibit A or the Ongoing Work specified in Exhibit A beyond the dates therein provided) to take into account any increase in Providers costs with respect to any third parry. f. The Charges and all other amounts payable to the Provider are exclusive of any sales or related tax, which will be billed to the Customer at the rate and in the manner from time to time prescribed by law and will be included in the Provider's invoice. g. If any amount payable to the Provider by the Customer is not paid by the due date, the Provider may do any one or more of the following: (i) suspend any or all of the Services; (ii) charge interest on the overdue amount on a daily basis from the due date to the date of actual payment (both dates inclusive) at the lower of the rate of 1.5% per month or the maximum rate permitted under applicable law; and (iii) immediately terminate this Agreement. The effective date of such termination shall be the date on which Provider exercises its option to terminate. Customer shall be liable for all costs and expenses incurred by Provider in collecting amounts due under any provision of this Agreement, including all court costs and reasonable attorney's fees. h. Upon termination or expiration of this Agreement, the Customer will pay the Provider all unpaid Charges and other fees accrued and owing through the date of termination for all work done, and expenses required to be reimbursed pursuant to paragraph G. above. 4. THE CUSTOMER'S OBLIGATIONS a. In addition to the obligations noted in paragraph 4b, the Customer will perform the obligations of Customer, if any, set forth in Exhibit A, at Customer's sole expense. b. The Customer will provide the Provider, free of charge, with all information, materials, documentation, resources and facilities in its possession or control reasonably requested by the Provider to allow the Provider to perform the Services and the Deliverables. The Customer will ensure that its staff, contractors and other Customer business associates cooperate fully with the Provider and cause no undue delay. Where the Provider needs the Customer to provide information or to make a decision, the Customer will do so promptly so as not to delay the Provider. Notwithstanding any other provision of this Agreement to the contrary, Provider reserves the right to charge the Customer at the Provider's standard rates from time to time for any work carried out by the Provider necessitated by any delay on the part of, or the act or omission of, the Customer with respect to its obligations under this paragraph. 5. INTELLECTUAL PROPERTY RIGHTS; CONFIDENTIALITY a. All graphic design work performed by Provider as part of the Services shall be deemed a "work made for hire" pursuant to Title 17 of the U.S. Code. Provider hereby acknowledges that any and all of said graphic design work is the property of Customer, and accordingly if for any reason any such item is held not to be a "work made for hire," Provider hereby assigns to Customer Provider's entire right, title and interest in and to all such items. b. Customer shall have a perpetual, non-exclusive right to use the Deliverables (other than as provided in paragraph 5.a above), to the extent of Providers rights therein, subject to the other terms and conditions of this Agreement, including without limitation the obligations of payment pursuant to Section 3 and the confidentiality obligations set forth in paragraph 5.e below. Customer acknowledges and agrees that the Intellectual Property Rights of Provider in the Deliverables are proprietary to Provider and are protected by copyright and/or trade secret interests of Provider, and all past, present or future goodwill associated therewith or attributable thereto shall at all times remain with Provider. Customer acknowledges that the Deliverables contain information that has been created, developed and maintained by Provider at substantial expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm Provider, and Customer therefore agrees not, during or after the term of this Agreement, to engage in any conduct, directly or indirectly, which would infringe upon, harm or contest the Intellectual Property Rights of Provider in the Deliverables, or any goodwill associated therewith or attributable thereto, or do or permit to be done any act or thing in derogation of any rights of Provider in connection therewith. Customer agrees that it shall not represent that it has acquired any ownership or equitable rights in the Deliverables by virtue of the rights granted hereunder. C. Customer acknowledges that Provider may license or sell the materials to which Provider has granted rights to Customer under paragraph 5.b above to any other party and may create updates, enhancements or derivative works of such materials. Nothing herein shall entitle Customer to any updates, enhancements, feature additions or derivative works developed for any other customer of Provider, unless such modifications are specifically included in the Services hereunder. 2 Notwithstanding the foregoing, any Intellectual Property Rights in all open source software and tools covered under the General Public License (GPUGNU) shall be as set forth under the terms and conditions of such General Public License. e. Each party acknowledges and agrees that it may, during the term of this Agreement, be provided with or otherwise receive or have access to information belonging to or concerning the other party which the other party considers to be proprietary or confidential. A party providing or disclosing such proprietary or confidential information is referred to in this paragraph as the "Disclosing Party," and the receiving party shall be referred to as the "Receiving Party." Receiving Party agrees to treat as confidential all such information which is provided to Receiving Party or to which Receiving Party may have access as a result of Disclosing Party's performance of the Services. As used herein, "confidential information" means Disclosing Party's Intellectual Property Rights in the Deliverables and the distinctive methods or procedures which Disclosing Party uses in the design, development, licensing, support or maintenance of the Deliverables or the performance of the Services, as well as any information, in any form, whether written or oral, provided or made available directly or indirectly by Disclosing Party to Receiving Party designated as confidential by Disclosing Party or which Receiving Party reasonably should understand to be confidential under the circumstances. Receiving Party shall not use the confidential information for any purpose inconsistent with the terms or conditions of this Agreement for so long as said information retains the characteristics of Confidential Information. Receiving Party agrees that if it shall violate any covenant or agreement under this Section, Disclosing Party will incur irreparable harm which may not be compensable entirely in monetary damages. The parties agree that injunctive relief to enforce compliance with this Agreement is an appropriate remedy for breach or a threatened breach of the provisions of this Section, notwithstanding the fact that damages may also be recoverable for breach, and that Disclosing Party shall not be required to prove damages, post bond or meet other conditions of injunctive relief. Such remedies shall be in addition to and not in limitation of any injunctive relief or any other remedies or rights to which Disclosing Party is or may be entitled to at law, in equity or under this Agreement. The provisions set forth in this paragraph shall survive the termination of this Agreement. Neither Customer nor any of its employees, agents or consultants shall attempt to reverse engineer any technology provided to Customer by Provider or any third party in connection with the performance of the Services, or to decompile or disassemble, in whole or in part, the object code used in the development of the Deliverables except as may be permitted under the General Public License, if applicable. 6. TERMINATION a. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other party, which breach remains uncured for a period of thirty (30) days after written notice to the breaching party. b. Provider may terminate this Agreement upon notice to Customer if Customer fails to pay any sum due to the Provider under the terms of this Agreement within thirty (30) days after the date when due. C. Either party may terminate this Agreement immediately upon notice to the other party if a trustee, receiver or administrative receiver is appointed with respect to the other party or any part of its assets, or in the event of the liquidation, insolvency or bankruptcy of the other party, whether voluntary or involuntary, or if the other party becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or ceases or threatens to cease to carry on its business. d. Upon termination or expiration of this Agreement for any reason, Customer will pay Provider all unpaid Charges and other fees accrued and owing through the date of termination in accordance with the provisions of Paragraph 3. If Customer terminates this Agreement other than for Provider's breach as provided in paragraph a. above, Customer shall, in addition, be liable for the outstanding balance of the Charges for the Project Work in accordance with Exhibit A, whether or not Provider has submitted its invoice for such amount by the termination date. e. Paragraphs 3, 5, 9, 10, 11, 12 and 13 of this Agreement will survive the termination of this Agreement. 7. ASSIGNMENT The Customer may not assign or transfer any of its rights or obligations under this Agreement, either in whole or in part, or sub -license any of its rights under this Agreement. 8. DELAYS a. Despite anything else contained in this Agreement, neither party will be liable for any delay or failure in performing its obligations under this Agreement (except an obligation to make payment) if that delay or failure is caused by circumstances beyond its control (including, without limitation, any delay caused by any act or omission of the other party or any third party), and the party so delaying will be entitled to a reasonable extension of time for the performance of its obligations. b. The Provider will use commercially reasonable efforts to comply with any timetable or dates which the Provider has given to the Customer for the performance of the Services, but any such timetable or dates are estimates only. In the event of any change impacting the timetable, Provider shall use good faith efforts to notify Customer. Provider will not be liable for any delay or failure to perform in accordance with such timetable or dates caused by any third party. 9. CUSTOMER'S WARRANTIES a. The Customer warrants to the Provider that the Customer has not been induced to enter into this Agreement by any warranties or representations, except those specifically contained in this Agreement as warranties. The Customer waives any claim for breach of any representation and for any misrepresentation, except in respect of any fraudulent misrepresentation. b. The Customer warrants to the Provider that the Customer has the right to disclose the Customer's Data to the Provider and that the Provider is entitled to retain, disclose and amend that information for the purposes of fulfilling its obligations under this Agreement. C. The Customer warrants to the Provider that the Customer's Data is complete, up to date, true and correct and that all additions and changes to the Customer's Data will be complete, up to date, true and correct, and that the Customer will not do anything or omit to do anything which might put the Provider in breach of any Data Protection legislation or any Data Protection Principles. d. The Customer represents and warrants that: (i) this Agreement has been duly and validly executed and delivered by Customer and constitutes the legal, valid and binding obligation of Customer, enforceable against Customer in accordance with its terms; and (it) the person executing this Agreement on behalf of Customer has full power and authority to execute, deliver and perform this Agreement. 10. THE PROVIDER'S WARRANTY AND LIABILITY a. The Provider will perform the Services with reasonable skill and care. If the Services are not provided in accordance with this warranty, Customer may, within thirty (30) days following such noncompliance, deliver to Provider written notice specifying the defect or omission constituting such non-compliance, and Provider will re- perform the Services at no charge to Customer. b. Provider's work -for -hire pursuant to Paragraph 5.a. of this Agreement shall not infringe the intellectual property rights of any third party. C. Provider represents and warrants to Customer that: (i) this Agreement has been duly and validly executed and delivered by Provider and constitutes the legal, valid and binding obligation of Provider, enforceable against Provider in accordance with its terms; and (it) the person executing this Agreement on behalf of Provider has full power and authority to execute, deliver and perform this Agreement. d. DISCLAIMER OF WARRANTY. NOTWITHSTANDING ANY OTHER ORAL OR WRITTEN COMMUNICATIONS BETWEEN PROVIDER AND CUSTOMER ABOUT OR IN CONNECTION WITH THE SERVICES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PROVIDER, ITS EMPLOYEES, AFFILIATES, AGENTS, PROVIDERS, SUB- CONTRACTORS, THIRD -PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, FOR THE SERVICES OR ANY EQUIPMENT PROVIDER PROVIDES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT TO THE CONTRARY, AND SUBJECT TO ANY SERVICE SCHEDULE SPECIFICALLY REFERENCED HEREIN, THE SERVICES AND EQUIPMENT PROVIDED UNDER OR ASSOCIATED WITH THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS. NEITHER PROVIDER, ITS EMPLOYEES, AFFILIATES, AGENTS, PROVIDERS, SUB -CONTRACTORS, THIRD -PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES OR DELIVERABLES HEREUNDER WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS, DEFECTS OR DEFICIENCIES CAN BE CORRECTED OR REMEDIED; NOR DO ANY OF THEM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. PROVIDER IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CLIENTELE VIA THE SERVICE(S) PROVIDED BY PROVIDER. e. Because of the uncertainty of future events and circumstances the Provider does not guarantee that its forecasts, projections, advice or recommendations, or the contents of any report, presentation or other document will be achievable, and the Customer acknowledges that the Provider gives the same to address specific circumstances at the time. All information supplied by the Provider will be supplied in good faith but the accuracy and completeness of any information obtained from, or based on information obtained from, the Customer or any third party is not guaranteed by the Provider. The Provider will not be liable to the Customer for any loss arising out of any failure by the Customer to keep full and up-to-date security copies of the computer programs and data which it uses; the Customers failure to comply with any technical prerequisites specified from time to time by the licensor of any software or the manufacturer of any equipment; any error or incompleteness in the Customers Data; any fault in any media; any delay or failure on the part of the Customer in providing any of the Customer's Data to the Provider, any delay or failure on the part of the Customer to notify the Provider of any error in any output or of any actual or suspected failure of, or error or defect in, any equipment, software, network or telecommunications system once known to Customer; any failure of the Customer to comply with the terms and conditions of this Agreement; or any delay or failure on the part of any hardware or software provider or maintainer to correct any fault or defect or to provide any other service. g. The Provider will not be liable in contract or in tort (including negligence) or in any other way for any loss or damage sustained or incurred by the Customer or any third party (including, without limitation, any loss of use of any software or equipment, or loss of or spoiling of any data, or the results of processing any data) resulting from any defect, deficiency or error in any equipment or in any software or in any associated documentation, or for any failure or interruption of any telecommunications facilities or network systems. e. With respect to any tangible property of the Customer, Providers shall not be liable for any loss or damage unless directly caused by the negligence of the Provider or its employees acting in the course of their employment. In no event shall such liability exceed the lesser of the value of the property lost or the cost of repairing the damage to the property. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, PROVIDER WILL NOT BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF OPPORTUNITY, LOSS OF CONTRACTS, LOSS OR SPOILING OF DATA OR ANY INDIRECT OR CONSEQUENTIAL LOSS, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT OR IN ANY OTHER WAY, AND WHETHER OR NOT OF A KIND FORESEEABLE BY THE PROVIDER, EVEN IF PROVIDER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE OR DAMAGES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY PROVIDER OR ANY NEGLIGENCE ON THE PART OF PROVIDER SHALL BE A REFUND OF AMOUNTS PAID BY CUSTOMER HEREUNDER. 11. CUSTOMER INDEMNITY. Customer agrees to indemnify, defend and hold Provider, Providers affiliates, and their respective directors, officers, employees, agents and representatives harmless from and against any and all claims, suits, actions, proceedings, damages, costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting from or arising in connection with (a) the breach of any representation, warranty or covenant, or material breach of any other obligation set forth herein; (b) Provider's use of information provided by Customer in connection with the Services; (c) allegations arising from a claim by Customers clients; (d) failure of Customer to perform its obligations pursuant to Section 4 of this Agreement; or (e) allegations arising out of the breach by Customer of Section 10 or any other Provider policy made available to Customer. Customer further acknowledges and agrees that the obligations of Customer contained in Section 4 of this Agreement are essential to the provision of Services, that the failure to perform such obligations constitutes a material breach of this Agreement, and that the obligations contained in Section 4 are ongoing in nature and shall remain in force throughout the term of this Agreement. 12. PROVIDER INDEMNITY. Subject to the limitations set forth below, Provider will indemnify, defend and hold Customer, Customer's affiliates, and their respective directors, officers, employees, agents and representatives harmless from and against any and all Losses resulting from or arising out of any action brought against Customer alleging that the Services infringe a third party's registered U.S. copyright, issued U.S. trademark or service mark, or valid and enforceable U.S. patent issued as of the Effective Date (but excluding any infringement contributory caused by Customer); provided however, that Provider shall not be obligated to indemnify Customer unless (i) Provider is notified promptly and informed fully in writing regarding such action; (ii) Provider controls the defense or settlement of such action; and (iii) Customer cooperates reasonably and gives Provider all necessary authority, information and assistance (at Providers expense). Provider shall not be responsible for any Losses arising out of any compromise or settlement made by Customer without Provider's prior written consent. The aggregate liability of Provider pursuant to this Paragraph 12 shall not exceed amounts covered and paid by Providers insurance. 13. WAIVER OF REMEDIES No forbearance or delay by either the Provider or the Customer in enforcing any of its rights will prejudice or restrict those rights. No waiver of any right will operate as a waiver of any subsequent breach. No right, power or remedy conferred on or reserved to either the Provider or the Customer is exclusive of any other right, power or remedy available to it and each of those rights, powers and remedies is cumulative. 14. NOTICES All notices to be given under this Agreement shall be in writing and shall be deemed to have been given upon personal delivery or, if mailed, three (3) days after deposit in the United States Post Office, by certified mail, postage prepaid and addressed to the applicable party at the address set forth below, or any other address provided by a party pursuant to a written notice given in accordance with this paragraph. 15. RELATIONSHIP OF THE PARTIES The parties hereby acknowledge that Provider is an independent contractor, and nothing contained in this Agreement shall be construed to make either party the agent for the other for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf of or binding upon the other party. This Agreement is not intended, and shall not be construed, to create a joint venture, a partnership, an agency or a franchise between the parties. 16. BINDING EFFECT; ASSIGNMENT This Agreement shall be binding on and shall inure to the benefit of the respective parties, their heirs, representatives, successors and assigns. Customer may not assign, transferor otherwise dispose of, either in whole or in part, its interest in or rights under this Agreement without the prior written consent of a duly authorized officer of Provider. Subject to Customer's rights hereunder, Provider may, without notice to the Customer, assign, transfer or otherwise dispose of, either in whole or in part, its interest in or rights under this Agreement. 17. NON -SOLICITATION COVENANT Customer agrees that it shall not, during the term of this Agreement and for a period of one (1) year following termination, directly or indirectly, by any means or device whatsoever, on behalf of Customer or on behalf of, or in conjunction with, any person, partnership, corporation or other entity induce, entice, or hire, or attempt to hire or employ, or refer employment opportunities to any employee or independent contractor of Provider, whether the proposed opportunity involves an employment, independent contractor or other relationship. 18. SEVERABILITY If any provision of this Agreement shall be held invalid or unenforceable, the remainder shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances. 19. ENTIRE AGREEMENT; AMENDMENT This Agreement, including any Exhibits attached hereto, constitutes the entire and final agreement of the parties and supersedes all previous negotiations, commitments, understandings or writings with respect to such subject matter. The Exhibit(s) to this Agreement are hereby incorporated into this Agreement by reference and made a part hereof. This Agreement may not be amended or modified except by an instrument in writing executed by both parties. 20. EFFECT OF HEADINGS The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of the provisions of this Agreement. 21. FORCE MAJEURE Neither Provider nor Customer shall be liable for any delay, failure in performance, loss or damage due to: Act of God, insurrection or civil disorder, war or military operations, inclement weather, failure or shortage of power supplies, flood drought, lightning or fire, national or local emergency, acts or omissions of government, highway authority or other government authority, compliance with any statutory obligation, industrial disputes of any kind, (including but not limited to strikes, lockouts and work stoppages), the acts or omissions of other telecommunications operators, or other causes beyond such party's reasonable control, whether or not similar to the foregoing, except that Customer's obligations of payment hereunder shall not be excused. In the event of any occurrence described above which results in a failure of performance, the affected party shall give notice to the other party within ten (10) days of such occurrence. If such failure of performance continues for a continuous period of thirty (30) days following delivery of such written notice, the other party may terminate this Agreement. Agreed to and accepted this day of 20 SPC Integrated Solutions By: By: Printed Name: Printed Name: Title: Title: SCORE OF WORK AND FEES Statement of Work: Digital Marketing and Website Services Service Period: May 2015 — December 31, 2015 Projected Service Activation Date: May 151, 2014 EXHIBIT A PAYMENT Customer will be invoiced for the monthly service fee $1750 per month commencing on May 1 st, 2015 and at the beginning of every service month through December 31, 2015. SERVICE DESCRIPTION: Services are developed and agreed upon based on client goals and are, at minimum, annually reviewed to determine the effectiveness against goals and to ensure the overall success of marketing strategies. Included is the scope: 1. Strategic design and measurement: (Fully documented and executed) a. Develop and manage strategic plan based on business needs b. Add measurement code and tracking where necessary c. Lead delivery system d. Regular Reporting of ROI, cost per lead, revenue per lead, conversion rate and quality traffic e. Annual Review 2. Execution: Converging media together to gain the greatest results. You do not worry about how many or how often. You sleep better at night knowing that the work is being done so you manage strategic direction not weekly dictation. DESCRIPTION Strategic Services Paid Media Landing Pages Social Media Advertising E-mail Content Development Social Management TOTAL Any printed or other support materials are not included in the fees noted above and will be billed separately after Customer's approval. Travel expenses pre -approved in accordance with Section 3.c of the services agreement are also not included in the fees noted above and will be billed to Customer. It is agreed the Customer will reimburse Provider $.55 per driven mile and, if applicable, the full cost of airfare or other travel means. Meals, hotel accommodations and entertainment will also be billed and will not exceed the current per diem rates defined by the Internal Revenue Service. Any applicable sales or other taxes are not included and will be billed separately. If a project provided to Customer extends beyond the agreed upon hours of service, the Provider will not proceed without approval of Customer. Work required beyond the agreed upon hours of service is provided at the Provider's standard rates.