10.1 Binding Effect; Assignment. This Agreement is binding on and inures to the benefit of the parties and, as applicable, their respective successors, and assigns. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned by any party without the prior written consent of the other party.
10.2 No Third-Party Beneficiaries. Except as provided in Section 9, nothing in this Agreement, express or implied, is intended or may be construed to confer on any person, other than the parties to this Agreement, any right, remedy, or claim under or with respect to this Agreement.
10.3 Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been given if delivered personally, sent by email, mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses (or at such other address as a party may designate by like notice to the other party):
19550 Amber Meadow Dr.
Bend, Oregon 97702
Any notice or other communication will be deemed to be given (a) on the date of actual receipt by email or personal delivery, (b) at the expiration of the fourth day after the date of deposit in the United States mail, or (c) on the date of confirmed delivery by overnight delivery service.
10.4 Amendments. This Agreement may be amended only by an instrument in writing executed by both parties, which writing must refer to this Agreement.
10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same agreement. Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, will be the same as delivery of an original. At the request of any party, the parties will confirm electronically transmitted signatures by signing an original document.
10.6 Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.
10.7 Waiver. Any provision or condition of this Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision.
10.8 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-laws principles. Any action or proceeding seeking to enforce any provision of this Agreement or based on any right arising out of this Agreement must be brought against any of the parties in Deschutes County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.
10.9 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
10.10 Injunctive and Other Equitable Relief. The parties agree that the remedy at law for any breach or threatened breach by a party may, by its nature, be inadequate, and that in addition to damages, the other party will be entitled to a restraining order, temporary and permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or proving that any monetary damage has been sustained.
10.11 Exhibits. The exhibits referenced in this Agreement are part of this Agreement as if fully set forth in this Agreement.
10.12 Severability. If any provision of this Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of this Agreement will not be impaired in any way.
10.13 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
The parties have executed this Agreement as of the Effective Date.
an Oregon corporation
By: Blake Denman
Advanced Recovery Systems
Designation: Chief Marketing Officer
STATEMENT OF WORK
Subject to the terms and conditions contained in this Agreement, Consultant will provide the following Services to Client, Starting September 1, 2022:
- Month One Deliverables for Advanced Recovery Systems - Onboarding, Kickoff Call, Portal, SQR, GDS, rank tracking, etc. setup, Buyer's journey/personas, SEO Testing - ideas, framework, etc., Link building research/ideation,Weekly meeting, Account Management, Project Management
- Month One Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - GMB optimization, Technical & on-site SEO audit, Keyword research, Competitive link benchmarking
- Month Two Deliverables for Advanced Recovery Systems - Link building research/ideation, Weekly meeting, Account Management, Project Management
- Month Two Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - Competitive analysis, Content audit, Monthly Crawl
- Month Three Deliverables for Advanced Recovery Systems - SEO Testing - ideas, framework, etc.,Weekly meeting, Account Management, Project Management
- Month Three Deliverables for Orlando, South Jersey, Columbus, Palmer Lake locations - Competitive analysis, Content audit, Monthly Crawl
- Technology Services.
- Rank tracking
- Portal setup
- Set-up and management of BigQuery databases
- Build-out and management of Google Data Studio reporting
- Set-up and management of the pipeline between Google Business Profile, Jepto, and Google Data Studio
- Utilization and management of Consultant’s proprietary software
- Payment for Services. As consideration for the performance by Consultant of the Services, Client agrees to pay Consultant as follows:
- Services Fee (monthly). A services fee in the amount of $20,000.00 per month is due and payable beginning on the Effective Date and on or before the first day of each subsequent month during the Term, in advance. If the termination falls on a date other than the first day of the month, then the services fee for that month shall be pro-rated based on the number of days (including partial days) within the month that are include in the Term.
- Services Set-Up Fee. A one-time set-up fee in the amount of $7,000.00 is due and payable on the Effective Date.
- Technology Fee (monthly). For the Technology Services, a fee in the amount of $2,000.00 per month ($500/mo/location) is due and payable on the Effective Date and on or before the first day of each subsequent month during the Term, in advance (and, if applicable, after expiration of the Term in accordance with Section 3.2).
- Payment Methods. Client may make the payments due under this Agreement via automatic withdrawal from Client’s bank account or by credit card . Client hereby authorizes Consultant to withdraw the first month’s services fee, set-up fee and technology services fee, as applicable, in the aggregate amount of $29,000.00, from Client’s bank account on or before the Commencement Date.
- Reimbursement of Expenses.
- Would you like to pay by