AGREEMENT

1. Term of Agreement.

1. Term. This Agreement and the timelines prescribed herein shall commence on the date the Agreement is executed by both parties and a copy, along with the initial payment, is received by CUZTOMERS.COM, and shall remain in effect until either party terminates this Agreement.
2. Binding Effect. Notwithstanding any termination, expiration of non-renewal of this Agreement at the end of the Term or otherwise, Paragraphs 6 shall remain in full force and effect and shall be binding upon the legal representatives, successors and assigns of the parties hereto.

1. The Client hereby appoints the CUZTOMERS.COM to handle all advertising, communication and related work online and social media required for its brand.

1. Duties.

1. For the Term of this Agreement and any extensions hereto, CUZTOMERS.COM shall use its best efforts to generate more online traffic for CLIENT. Said traffics will be in the form of calls to business, clicks to website, or forms fill out request, from Google, Yelp, Yahoo, Facebook or Bing.
2. CUZTOMERS.COM shall have the exclusive authority to determine the means and methods by which traffic leads are generated.
3. All costs associated with fulfilling the duties and obligations set forth in this Agreement and described in this Paragraph 2 shall be born exclusively by CUZTOMERS.COM.

1. Compensation and Expenses.

1. Payment.  For the online marketing services provided pursuant to this Agreement, CLIENT shall pay CUZTOMERS.COM a fee of ______$1000.00_______  dollars per month.
2. Deposit / Deposit Replenishment. Upon the execution of this Agreement, CLIENT shall provide CUZTOMERS.COM a Deposit in the amount of ______________($###.##) Dollars to be applied towards initial account setup.
3. Expenses. CUZTOMERS.COM is solely and exclusively responsible for the payment of all expenses incurred in fulfilling its obligations under this Agreement.

1. Termination and Cancellation.

1. General Provisions. Either CLIENT or CUZTOMERS.COM, in his or its sole discretion, may terminate this Agreement without cause at any time upon 30 days written notice. If upon termination or cancellation of this Agreement, any funds left from Deposit shall be returned to CLIENT after deducting any unpaid scheduled appointments.
2. Termination for Cause. Either party may immediately terminate this Agreement at any time for Cause by giving written notice of termination to the other. Upon any such termination for Cause, CUZTOMERS.COM shall have no right to compensation for any period subsequent to the effective date of termination. For purposes of this Section 4(b), “Cause” shall mean: (i) either party is convicted of a felony or misdemeanor which directly affects his ability to carry out his duties under this Agreement; (ii) either party misappropriates the other’s funds, property, trade secrets, confidential information or otherwise defrauds the other; (iii) either party materially breaches any provision of this Agreement.

1. No Solicitation.

1. Solicitation of Customers. During the Term of this Agreement and for a period of nine (9) months following the termination or cancellation of this Agreement, CUZTOMERS.COM shall not directly or indirectly solicit Customers of CLIENT. For the purposes of this Agreement, the term “Customer” shall mean any person, firm, corporation, partnership, association or other entity to which CLIENT sold or provided goods or services during the Term of this Agreement.
2. Solicitation of Employees. During the periods in which the provisions of Section 5(a) shall be in effect, CUZTOMERS.COM or CLIENT, directly or indirectly including through any affiliate entity shall not solicit, hire or contact any employee or the other for the purpose of hiring them or causing them to terminate their employment relationship with the other.

1. Non-Disclosure of Confidential Information.

1. Confidential Information. CLIENT and CUZTOMERS.COM may from time to time, and at their sole discretion, disclose to the other certain Confidential Information for the sole purpose of this Agreement. CUZTOMERS.COM and CLIENT mutually agree to hold such Confidential Information in strict confidence and such Confidential Information shall not be disclosed to any other person other than in connection with CUZTOMERS.COM’s work for CLIENT under this Agreement.

   Confidential Information includes, but is not limited to, trade secrets as defined by the common law and statue in Florida or any future Florida statute, patent applications, processes, policies, procedures, techniques including marketing techniques, designs, drawings, know-how, show-how, technical information, business models or plans, branding strategies, vendors, specifications, market research, customer information, customer lists, customer contact information, keywords, ad creative and account structuring.

   For the purposes of this Agreement, the following will not constitute Confidential Information (i) Information which is or subsequently becomes generally available to the public through no act of CUZTOMERS.COM or CLIENT and/or (ii) information which is lawfully obtained by operation of law or by the order of a court of competent jurisdiction.

2. Work Product. All domains, web pages, designs, accounts, campaigns, keywords and ad creative conceived or made by CUZTOMERS.COM in the performance of the services pursuant to this Agreement on behalf of CLIENT shall be the sole and exclusive property of CUZTOMERS.COM.

1. Assignability. The rights and obligations shall inure to the benefit of and be binding upon the successors and assigns of CLIENT or CUZTOMERS.COM.
2. Severability. If any provision of this Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Agreement shall be valid and binding and of like effect as though such provision were not included.
3. Notices. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by courier or similar receipted delivery, by facsimile, by email delivery or, if mailed, postage prepaid, by certified mail, return receipt requested as follows:

To CUZTOMERS.COM: Address: 10918 Hesperia Rd #D1, Hesperia, CA 92345
Email: contact@cuztomers.com.  Facsimile:760-947-3387

or to such other address as either of them, by notice to the other may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.

1. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile signature or email delivery.
2. Attorney’s Fees. In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees, costs and expenses related to pre-litigation, litigation and appellate proceedings.
3. Governing Law and Venue. This Agreement shall be governed or interpreted according to the internal laws of the California without regard to choice of law considerations. Venue for the resolution of any disputes arising hereunder shall be in the Circuit Court of San Bernardino, Ca.
4. Independent Contractor Status. CUZTOMERS.COM acknowledges that it is an independent contractor of CLIENT and is not an employee.