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 Reputation Management Agreement

SoftwareProjects Reputation Management Agreement

Last update: May 9, 2007

This SoftwareProjects Inc. Agreement is entered into effective as of _______, _____ by and between ________________ ("Customer"), a_________ Corporation doing business at ___________________________________ and SoftwareProjects Inc. ("SoftwareProjects"), a Delaware corporation doing business at 331 West 57th street, Suite 444, New York NY 10019. These Terms are collectively referred to as the "Agreement."

For the purposes of authorizing SoftwareProjects to launch an online search marketing campaign, designed to generate positive posts, reviews and articles promoting the Customer, according to the terms herein, SoftwareProjects and Customer hereby agree and acknowledge:

  1. Relationship.

      Customer is an independent entity and is not a strategic partner, franchisee, agent or employee of SoftwareProjects. SoftwareProjects is an independent entity and is not a strategic partner, franchisee, agent or employee of Customer. Neither party will refer to the other party as anything implying a partnership type of arrangement.

  2. Responsibilities.

      2.1 Internet Marketing
      SoftwareProjects agrees to make commercially reasonable efforts to market, advertise, promote, acquire links, acquire paid and non paid reviews and post articles, to promote Customer's reputation, website and services. SoftwareProjects may utilize a combination of Social Media marketing, Article generation, Online Press releases, Link building, Paid reviews, Organic search engine optimization, Forum postings and various other Internet Marketing channels to promote Customers' reputation online. Prior to launching any Marketing campaign, SoftwareProjects will obtain written approval from the Customer on the content, graphics and target URL.

      2.2 White Hat
      SoftwareProjects will make every effort to use acceptable channels and abide by all rules and regulations while promoting Customer's website ("White Hat"). As an example - Email Marketing messages are to be fully CAN-SPAM compliant, Forum postings are to abide by designated forum rules, PPC advertising is not to violate any registered trademarks etc. SoftwareProjects will 1) maintain and always use .remove. lists and links, 2) indemnify, defend and hold harmless Customer against any suits or claims alleging improper or illegal marketing or lead generation tactics by SoftwareProjects under this Agreement, 3) immediately cease and desist from any one or more parts of the marketing and lead generation activities with respect to this Agreement at the request of Customer.

      2.3 Transparency and Non-interference
      SoftwareProjects will provide Customer ongoing monthly reports outlining the results of all marketing activities initiated bySoftwareProjects on behalf of the Customer as part of this Agreement. Customer will be provided with username & password to accessa secure online system displaying real-time data on all Internet Marketing activities.

      2.4 Ownership
      All work and associated intellectual property generated by SoftwareProjects as a direct result of this agreement, is to become the sole ownership of Customer. SoftwareProjects is prohibited from sharing or reselling any information collected or used on behalf of Customer with any third party or entity for any reason. SoftwareProjects is also prohibited from collecting, transmitting or communicating with any new or existing clients or prospects, without obtaining prior written approval from Customer.

      2.5 Confidentiality
      The existence of this Agreement, and all information obtained from, or developed for, or on behalf of Customer by SoftwareProjects as part of this Agreement, including but not limited to Marketing Collaterals, Graphics, Client data, Business plans and Financial information, Database files, and Email communication, is to be kept strictly confidential by SoftwareProjects and is not to beshared with any third-party, partner or affiliate of SoftwareProjects, without receiving prior written approval from the Customer.

      2.6 All-inclusive
      SoftwareProjects will assume all costs associated with the implementation of Internet Marketing campaigns as part of this Agreement. SoftwareProjects will not charge Customer any additional fees beyond the fees described as part of paragraph 3.

  3. Compensation

      3.1 One-time funding account
      In consideration of the investment made by SoftwareProjects to promote Customer's reputation online, Customer will fund SoftwareProjects with a one-time account in the amount of $30,000 USD.

      3.2 Guarantee
      In the event SoftwareProjects fails to obtain neutral or positive first page rankings across the top three major search engines (Google, MSN, Yahoo) within 90 days from the effective date of this agreement, SoftwareProjects will pay back 100% of the funded amount to the Customer and terminate this Agreement.

      3.3 Schedule
      Funding account will be established prior to SoftwareProjects initiating any campaign development.

  4. Account Manager.

      SoftwareProjects will assign a dedicated Account Manager to work with Customer. The account manager will be the direct point of contact for all customer Internet Marketing & Web Development needs. SoftwareProjects may, at its sole discretion or upon receiving a request from Customer, decide to change the account manager working with the Customer.

  5. Service Level Agreement (SLA)

      5.1 Account Manager Availability
      Software Projects account manager will be available during normal business working hours, 5 days a week, between 9:30AM to 6:00PM EST via Email, toll-free Phone and Instant Messenger. The Customer will be provided 3 additional phone numbers for 3 team members, a phone number for tier1 support as well as an emergency phone number that can be used 24 hours a day, 365 days a year.

      5.2 Response times
      SoftwareProjects strives to respond to every email request or phone message pertaining to Customer projects as quickly as possible. SoftwareProjects guarantees a maximum response time to Emails and Phone calls of 6 hours during normal business hours and 16 hours outside business hours.

  6. Indemnification

      Customer shall indemnify and defend SoftwareProjects, its Partners, agents, affiliates, and licensors from any third party claim or liability (collectively, "Liabilities"), arising out of Use, Customer's Program use and Services and breach of the Agreement. Partners shall be deemed third party beneficiaries of the above Partner indemnity.

  7. Limitation of liability

      7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

      7.2 IN NO EVENT WILL SOFTWAREPROJECTS OR ITS SUPPLIERS BE LIABLE FOR, ANY CLAIM AGAINST COMPANY BY ANY THIRD PARTY FOR ANY REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY BY COMPANY OR ANY AGENT OF COMPANY IN EXCESS OF THE REPRESENTATIONS AND WARRANTIES MADE BY SOFTWAREPROJECTS.

  8. Term and Termination

      8.1 Term
      This Agreement shall remain in effect until a new agreement is executed and mutually agreed upon by both SoftwareProjects and the Customer or until arbitration rules otherwise.

      8.2 Termination
      Either party may terminate this Agreement by written notice to the other party, for any reason or no reason at any time.

      8.3 Ownership of Data
      All Information collected for the Customer is to remain the exclusive property of the Customer. Software Projects will not rent, sell or lease any information.

      8.4 Effect of Termination
      Within 14 (fourteen) calendar days after termination of this Agreement, SoftwareProjects will transfer ownership of all data, username and passwords to Customer. All pending fees will survive termination of this agreement.

  9. Miscellaneous.

      THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT AND GOVERNED BY NEW YORK LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWAREPROJECTS PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF NEW YORK, USA, AND SOFTWAREPROJECTS AND CUSTOMER CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Agreement must be made in a writing executed by both parties. Any notices to SoftwareProjects must be sent to SoftwareProjects, 331 West 57th street, Suite 444, New York, NY 10019, with a copy to Legal Department, via confirmed facsimile, with a copy sent via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. SoftwareProjects and Customer and SoftwareProjects and Partners are not legal partners or agents, but are independent contractors. Notice to Customer may be effected by sending an email to the email address specified in Customer's account, or by posting a message to Customer's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in Customer's account interface).





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