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PROFESSIONAL SERVICES AGREEMENT

This AGREEMENT made and entered into on Saturday, September 23rd, 2017 by and between You The Reader (hereinafter “CLIENT”), and Top Line Management, Inc., having an address of 16029 Hamilton Way, Broomfield, CO 80023 (hereinafter CONTRACTOR).

WHEREAS, CLIENT wishes to obtain the professional services offered by an independent contractor; and

WHEREAS, CONTRACTOR wishes to provide professional services to CLIENT under the terms and conditions set forth in this AGREEMENT;

NOW, THEREFORE in consideration of the mutual promises and covenants herein contained, the parties agree to the Articles as follows:

1. SCOPE OF WORK: CLIENT does hereby retain and engage CONTRACTOR in his/her professional capacity to provide the following services as outlined in Exhibit B attached hereto, and/or other services as agreed to on a project-by-project basis. CONTRACTOR shall be an independent contractor and shall be solely responsible for payment of all taxes and/or insurance as required by federal and state law.

2. PERIOD OF PERFORMANCE: Either party may terminate this agreement upon notice to the other. The duties of confidentiality shall remain in effect after termination.

3. COMPENSATION: For all of CONTRACTOR’s services under this Agreement, CLIENT shall compensate CONTRACTOR, pursuant to the terms of Exhibit A attached hereto. CLIENT may compensate CONTRACTOR in the form of a credit card, as selected in online order form. In the event CLIENT fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, CONTRACTOR has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove content from servers and websites owned or setup by CONTRACTOR, (3) bring legal action.

4. OWNERSHIP OF WORK PRODUCT/INTELLECTUAL PROPERTY: All patentable and unpatentable inventions, discoveries, ideas, source code, materials, and other intellectual property which are developed by CONTRACTOR for CLIENT under the terms of this AGREEMENT shall belong exclusively to CONTRACTOR and CONTRACTOR shall be the sole owner of all copyrights, patents, inventions, discoveries and trade secrets in the same, including the right to change, edit, and distribute same throughout the world. CLIENT shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to CONTRACTOR for use in the work described in Exhibit B, including ownership of videos created by CONTRACTOR.

5. CONFIDENTIAL INFORMATION: CLIENT agrees to make available to CONTRACTOR such information as is necessary for the fulfillment of the AGREEMENT. CONTRACTOR agrees to accept and hold CONFIDENTIAL INFORMATION obtained from CLIENT in confidence at all times during and after the termination of this AGREEMENT. CONTRACTOR shall not use nor disclose such information, unless, until and to the extent CLIENT shall consent thereto in writing, or such information, know-how, inventions, discoveries, and ideas are or shall become generally available to the public, or such a disclosure is otherwise required by law.

6. THIRD PARTY OBLIGATIONS: CONTRACTOR hereby represents to CLIENT that CONTRACTOR does not have any express or implied obligation to a third party which in any way conflicts with any of CONTRACTOR’s obligations under this agreement. Where applicable, CONTRACTOR also represents that all employees and independent contractors that CONTRACTOR employs to do work for CLIENT are also bound to all of the provisions herein, and CONTRACTOR agrees to provide such evidence upon request.

7. RETURN OF CLIENT MATERIALS: All written information, source code, drawings, documents and materials prepared by CONTRACTOR in the course of CONTRACTOR’s services hereunder shall be CONTRACTOR’s sole and exclusive property.

8. JURISDICTION AND DISPUTES: This Agreement shall be governed by the laws of the State of Colorado. All disputes hereunder shall be resolved in the applicable state or federal courts of the State of Colorado. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

9. AGREEMENT BINDING ON SUCCESSORS: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

10. WAIVER: No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

11. SEVERABILITY: If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

12. COOPERATION: The Client agrees to support and cooperate fully with CONTRACTOR in order to bring about the desired and agreed upon by both parties.

13. COMMUNICATION & FOLLOW-THROUGH: In order to ensure optimal results, it is critical that CLIENT communicates honestly, openly and regularly with CONTRACTOR, and that he/she fulfills his/her assigned tasks, responsibilities and duties with expedience. The CLIENT is encouraged to contact CONTRACTOR as often as needed and is reasonable to accomplish the stated objectives. The CONTRACTOR agrees to commit as much time and effort as necessary to fulfill the objectives set forth.

14. INTEGRATION: This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

EXHIBIT A

PAYMENT TERMS

1. CLIENT agrees to pay CONTRACTOR an initial fee of $1197 (unless otherwise agreed upon) due upon acceptance of this Agreement.

2. CLIENT agrees to pay CONTRACTOR a fee of $497/month starting upon acceptance of this Agreement or the 1st of the following month depending on start date.

3. CONTRACTOR recommends that CLIENT commit to this marketing program for no less then 6 months to determine return on investment. However, there is no long term commitment being made by this agreement and either party can cancel the agreement at any time with 20 days notice before the next billing cycle.

EXHIBIT B
SPECIFICATIONS – Reputation Marketing

The project will contain the following components and/or services:

Research

  1. Develop detailed research on local directories based on industry
  2. Research top competitive companies to find directories they are listing on
  3. Create and claim accounts on the top industry-specific directories
  4. Setup of your company information and categories on each directory site
  5. Claim your listings in order to control them and respond to reviews
  6. Confirm a list of your citations and company details

Setup

  1. Create a private review page to capture reviews
  2. Brand the review page with company colors, logos and branding
  3. Create a unique URL to for your private review page
  4. Setup your review page with testimonials
  5. Create professionally designed review postcards and business cards you can print and send out to collect reviews
  6. Create a marketing email to request your current list to post reviews for you
  7. Create professionally designed custom Sign In Form
  8. Create a text message to go out to those who sign in asking if they would recommend you
  9. Setup system to divert those who say no to a negative feedback collection page and those who say yes to designated review sites.

Reputation Marketing Strategy

  1. Reputation Marketing
    1. Monitor your listings on top directory sites for new reviews
    2. Notify you or your sales team when positive or negative reviews are posted for follow up
    3. Post real reviews collected form customers on your review page
    4. Keyword optimize reviews for your company before posting
    5. Post 5 Star Reviews to bring your reputation score up and push the bad reviews off the first page of your listing
    6. Publish the positive testimonial reviews from your local directories to your website
  2. Reputation Marketing Staff Training (Reputation Marketing Culture)
    1. Create a comprehensive training center for your company that will:
    2. Educate your staff on the importance of 1st Class Service
    3. Create a clear understanding of the importance of a 5 Star reputation online
    4. Post 5 Star reviews online on important local business directory sites
    5. Set up a quiz system to gauge your staffs understanding of reputation marketing
    6. Report the results to you so you have clarity on what your staff understands
  3. Video Testimonials
    1. Create video version of 1 testimonial each month
    2. Edit each testimonial video
    3. Create a branded video testimonial review channel
    4. Optimize videos for your company name
    5. Post 5 Star review videos online
    6. Add video testimonials and reviews to your website
    7. Market those videos on your website, social media, and other online marketing venues
  4. Monthly Reputation Development
    1. Daily
      1. Daily review of your online directory sites
      2. Daily reputation review alerts to your company on new reviews
    2. Weekly
      1. Weekly review of your online directory sites
      2. Weekly monitoring of your online reputation
      3. Send Bi-weekly reporting of your positive and negative online reviews
      4. Posting of new 5 Star reviews to your website and other online sites
    3. Posting & Responding Reviews
      1. Post your new reviews to your social media accounts each month
      2. Build or maintain a 5 Star reputation online each month
      3. Focus on pushing down bad reviews and averaging up your reputation score
      4. We will work with your staff to help them respond to negative reviews.
      5. We believe that it is vital for a company to respond personally to all negative reviews and as many positive reviews as possible

 

Special Option

If you are getting pestered by sales calls all day, you can give them my number (720) 989-1932. Tell them I handle your marketing and advertising.

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