THE SAGUM ORGANIZATION, LLC
This Consulting Agreement (hereinafter “Agreement”) is entered into by and between THE SAGUM ORGANIZATION, LLC, a Utah Limited Liability Company, having its principal place of business at 844 s 800 w Pleasant Grove UT, 84062 (hereinafter the “Consultant”), and Client (hereinafter the “Client”), each a “Party” and collectively, the “Parties.”
WHEREAS, Consultant offers consulting services in the field of DIGITAL MARKETING; and
WHEREAS, Client desires to retain the services of Consultant for the purposes of receiving consulting services such as PAID SEARCH, SOCIAL MEDIA, EMAIL MARKETING, and CONVERSION OPTIMIZATION according to the terms and conditions herein.
NOW, THEREFORE, in consideration of the above premises, the mutual covenants and consideration hereinafter set forth and other good and valuable consideration, Consultant and Client agree as follows:
1. Term and Termination
This Agreement shall begin on the signed agreement date, and continue on a monthly basis. The Parties may terminate this Agreement for any reason or for no reason whatsoever, providing that the terminating party provides at least a thirty-day (30) written notice to the non-terminating party.
2. Consulting Services
Consultant agrees to provide its services to Client during the term of this Agreement. Such services include, but are not limited to, PAID SEARCH, SOCIAL MEDIA, EMAIL MARKETING, and CONVERSION OPTIMIZATION ( hereinafter the “Consulting Services”).
In consideration for the Consulting Services, Client shall pay Consultant at the rate outlined in the signed consulting agreement. Consultant may invoice Client at least once every MONTH and such invoices shall be due and payable within 20 days of the invoice date.
4. Confidentiality and Non-Disclosure
Consultant agrees that, absent prior written consent from Client, it will keep confidential and not disclose to any third party any information, documentation, trade secrets, client lists, supplier lists, identified intellectual property, or Client “know-how” which Consultant may receive or obtain from Client as a result of carrying out the Consulting Services on Client’s behalf.
Client agrees that, absent prior written consent from Consultant, it will keep confidential and not disclose to any third party any and all marketing concepts, processes, unique algorithms, and other such marketing tools (hereinafter “Methods”), which Consultant may use or create while carrying out the Consulting Services on behalf of Client. Further, Client acknowledges that such Methods are and will forever remain the intellectual property of Consultant, and that absent prior written consent from Consultant, Client may not use such Methods for business purposes which may be contrary to the purposes of this Agreement.
5. Non-Solicitation of Customers
During the term of this Agreement and for twelve (12) months thereafter, Consultant will not, directly or indirectly, solicit or attempt to solicit any business from any of Client’s customers, prospects, employees or contractors.
6. Non-Solicitation of Employees
During the term of this Agreement and for twelve (12) months thereafter, Consultant will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the Client’s employees, or contractors for work opportunities outside of Client’s business.
Client agrees to indemnify, hold harmless, defend, and protect Consultant from and against any and all lawsuits and costs of every kind pertaining to Client’s business, including but not limited to, reasonable legal fees and court costs due to any act or failure to act by Client based upon the terms of this Agreement and the Consulting Services rendered on Client’s behalf.
8. Entire Agreement
The Parties agree that the terms of this Agreement embody the entire agreement relating to the subject matter set forth herein and that this Agreement may only be amended by execution of a written agreement signed by both Parties. The Parties further agree that this Agreement may be executed in several counterparts and that electronic transmission of this letter shall not impact the enforceability of this Agreement if duly executed in accordance with the terms set forth herein.
9. Jurisdiction, Venue, Legal Fees & Costs
The Parties hereby expressly agree that the terms of this Agreement shall be interpreted using the laws of the State of Utah, and that Jurisdiction and Venue for any dispute arising out of this Agreement shall be in the Fourth District Court of the State of Utah, in and for Utah County. In the event of any breach of this Agreement, the breaching party shall be required to reimburse the non-breaching party for all costs associated with the successful prosecution of the breach including, but not limited to, Court Costs, Attorney Fees, and Litigation Costs.