WPRNY Marketing

This Consulting Agreement (the “Agreement”) is entered into this ________________ by and between Eric Wolfram, an individual, (“Consultant”) and ______________________ (the “Company”).

RECITALS

WHEREAS, the Company is in need of assistance in Search Engine Optimization (SEO) services; and

WHEREAS, Consultant has agreed to perform consulting work for the Company in providing SEO support and consulting services and other related activities as directed by the Company;

NOW, THEREFORE, the parties hereby agree as follows:

1. Consultant’s Services. Consultant shall be available and shall provide to the Company professional consulting services in the area of SEO support (“Consulting services”) as requested, including:

• New keywords analysis based on adwords data and current search trends
  Due in 2 weeks of starting
• Specify new core target phrases for approval
  Due in 2 weeks of starting
• Expanded target keyphrases list and strategy
  Due in 2 weeks of starting
• Baseline reports on expanded target keyphrases over 5 search engines and 5 competitors
  Due in 2 weeks of starting
• Competitive Analysis of sites that score high for target keyphrases
  Due in 3 weeks of starting
• Backlink report
  Due in 2 weeks of starting
• Competitive backlink reports and opportunity report
  Due in 4 weeks of starting
• Page by page analysis and specification for title, description, file name, directory name, alt and keyword coding.
  Due in 4 weeks of starting
• Work with team during redesign and report on implementation of specification — testing to make sure the spec gets followed.
  Due prior to launch
• Outlinking recommendations.
  Due prior to launch
• Copy writing suggestions or editing for opportunities to add keyphrases to new pages
  As needed for launch
• Overview ranking reports for target keyphrases.
• Overview ranking reports for target keyphrases for competitors.
• Google site map reports.
• Detailed progress report showing advancement in 5 search engines provide overview reports and tracking once a month for the next 6 months.

2. Consideration.

1. Service Fees
   Company shall pay Consultant a service fees in the amount and on the terms specified on Exhibit A attached hereto.
2. Payment
   Company shall pay all amounts due under this Agreement to Consultant, at the address indicated at the end of this Agreement, credit card, wire transfer, or such other means as Consultant designates in writing. Amounts paid after the date originally due shall bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) until paid in full. In the event of any failure by Company to make payment, Company will pay all reasonable expenses (including attorneys’ fees) incurred by Consultant in collecting such amounts.

3. Independent Contractor. Nothing herein shall be construed to create an employer-employee relationship between the Company and Consultant. Consultant is an independent contractor and not an employee of the Company or any of its subsidiaries or affiliates. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold herself out as an employee of the Company.

4. Confidentiality. In the course of performing Consulting Services, the parties recognize that Consultant may come in contact with or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to the Company web systems and Company list, which information may be of value to a competitor. Consultant agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

5. Term. This Agreement shall commence on _____________________ and shall terminate on ___________________, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Company may, at its option, renew this Agreement for an additional One (1) year term on the same terms and conditions as set forth herein by giving notice to Consultant of such intent to renew on or before _____________________.

6. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below:

1. Address of Consultant: 31 Maple Street, Irvington, NY 10533

2. Address of Company: __________________________________________________________________________

7. Miscellaneous.

7.1 Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of the Agreement shall be binding unless in writing and signed by both parties.

7.2 Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Consultant and the Company and to the Company’s successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Consultant of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

7.3 Governing Law, Severability. This Agreement shall be governed by the laws of the State of New York. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement for Espresso SEO level of service as of the date first written above.

EXHIBIT A – SERVICE FEES

Company shall pay Consultant Service Fees as set forth below.

Payments: $2900 total is due and payable upon Effective Date.

Additional Services can be purchased, as needed, for $95 per hour.