CLIENT

2018 Website Design & Build Program

Venuiti
Reinventing Customer Engagement.
Contents

CLIENT 2018 Website Design & Build

1
Scope of Work............................................................................................................................................. 2
Development & Production Services........................................................................................................... 3
UX, Design & Build – Mobile / Desktop Tools.......................................................................................... 3
Analytics.................................................................................................................................................. 7
Backend Development............................................................................................................................. 7
UAT / Launch........................................................................................................................................... 7
Maintenance Phase..................................................................................................................................... 8
Project Timing.............................................................................................................................................. 9
Project Costs............................................................................................................................................. 10
Terms & Conditions................................................................................................................................... 11
Acceptance................................................................................................................................................ 12

Scope of Work

CLIENT Sciences (“CLIENT”) has engaged Venuiti, Inc. (“VI”, together, “The Parties”) to review existing
sites for Website 1 (www.Website1.com) and Website 2 (www.Website 2.com) which CLIENT has
expressed concern over relative to existing designs, look & feel, and overall functionality (prior produced).
The Parties are aligned that timetables will incorporate the development of functional requirements, UX /
UI, design & development for Website 1 first, followed up by Website 2 (once Website 1 is live launched).
Resources will be prioritized to each project group based upon the site in process (no resources will be
employed simultaneous to one another where hours are not accountable). VI will make recommendations
for improvements across the following:

1. User Experience

CLIENT 2018 Website Design & Build

2. Update Site Design, including up-to-date privacy policies and GDPR compliance.
3. SEO
4. Content Management & Ecommerce Setup (as outlined below)
5. Analytics & Reporting
6. Maintenance and Site upkeep

As noted, CLIENT has expressed frustration with existing site performance among a variety of issues
example of which include: a) customer accounts & ecommerce capabilities; b) mobile optimization; c)
data accessibility; and d) overall ease of update for its tools as key examples. VI’s key mission will be to
deliver best practices for both sites in three ways:

1. Services performed (UX design, site design, build, analytics, etc.)

2. Site performance (desktop & mobile best practices)
3. Usability (backend & customer shopping features) which will first prioritize “buy now” (including %
off promo code) and which, as noted herein, have the option to add on customized “Subscription
Management Portals” once the parties identify enough volume to warrant it.

2
Principal tactics will be implemented with the intent to expand / increase traffic, gain optimization-based
data about user journeys, and sales through e-commerce. Customer subscription options, as noted
above, have been discussed and are currently considered “nice to-have’s” and are addressed for the
feasibility of delivery in scope below. CLIENT will benefit from extensive VI experience in developing
robust retail websites that are optimization rich and maintenance friendly. It is imperative to VI that
entering in to this project scope, the Parties align that VI effort is intended to insure long-term
effectiveness of CLIENT tools and that a standing partnership will be developed as a result of efforts
made on CLIENT’s behalf. VI enters in to all agreements with the desire to collaborate, cultivate and help
partners re-invent and improve / succeed. This SOW will identify all elements to be completed, split in to
two separate timelines (one for Website 1 and one for Website 2) during the balance of 2018 calendar
year. The specifics of the SOW will be prioritized herein including plan, timing, manpower, and costs to
implement for CLIENT.

Development & Production Services

UX, Design & Build – Mobile / Desktop Tools

 As noted during initial discussions, in each case, VI will utilize its significant category expertise to
establish a framework from which to approach development for CLIENT properties. This framework is
based in a fundamental belief that tools will best be served in creating refined sites which function
according to expectation and which are surrounded by e-commerce and other data feeds important to
best practices for CLIENT’s business requirements.
 Further, given e-commerce requirements, it is essential to properly integrate CLIENT business
processes into a Product database that can be easily updated and centrally controlled by the
CLIENT stakeholder members.
 The parties are aligned that this SOW will prioritize a mobile optimized site as step 1 for each site.
Overall deliverables are to include:

UX strategy & design

o As part of kick-off, The Parties will hold an initial work session. During this meeting, The
Parties will align on the following (the overall kick-off will focus on both sites simultaneously
but will then migrate to individual sites to correspond with timetables):
 UX strategy – While VI has a working direction that it believes can serve as the

CLIENT 2018 Website Design & Build

starting point for the flow / design of the new sites, it is important for The Parties to
conduct stakeholder interviews, match strategy, validate and align to a final direction
(The Parties will cover design strategy as well). It is expected that UX design will
require a minimum of two meetings to complete – where review / revision guidance
is provided to VI to implement.
 UX deliverables to be approved prior to step 2 (site Design) will include:

3
Site 1 (First build and launch) Website 1

Privacy Policy

CLIENT 2018 Website Design & Build

Site 2 (Second Build & Launch) Website 2

Privacy
Policy

CLIENT 2018 Website Design & Build

For each site, VI’s scope will comprise only these pages and corresponding requirements that align to
these pages. Additional pages will be considered additional scope to fulfill and estimated separately. Both
sites will incorporate page updates and changes as identified in functional requirements documents
provided by CLIENT as a part of new design and UX. Unless otherwise directed by CLIENT in writing, VI
will complete and deliver the Website 1 site prior to beginning development and other work on the
Website 2 site.

Site Design / SEO Planning

o For each site, when in development, design will take place in parallel to build (given that UX
approval will be complete) and then be integrated in to the development process once
approval of a direction is secured by site.
  VI will post Website 1 site (and then Website 2 when in turn) on the Venuiti Dev
Staging Site prior to any launch. Review, comments, refinements, and approval will
all take place within this staging site (not including site design which will be
completed separately – at time of staging review). Once any element of review is
final approved, The Parties agree that no significant design changes may be made if
deadlines are to be achieved on stated timelines.

o Site design strategy will be aligned to during the initial work session meetings. This strategy
will encompass Stakeholder guidance for both sites (Website 1 first, Website 2 second).
 The deliverable on approach will be a one-two page brief that must be Stakeholder
approved prior to creative work-start (per site).
 CLIENT Stakeholders will provide all Website 1 and Website 2 style guides (if
available), brand guidelines and examples of competitive / non-competitive
messaging that are deemed, directional ideals.
 Site design will commence once the creative brief is approved by Stakeholders. VI
will engage best-in-class design team to develop a set of design options (2 each for
Website 1 first and Website 2 second) which best articulate the guiderails of the
approved brief. Initial round of concept presentation will feature main page (desktop
& mobile), product page (desktop & mobile), and blog page (desktop & mobile)
 Site design reviews will take place in PDF format only and once approved, PSD
/ InDesign files will be implemented.
 Round 1 Review:
o Designs will encompass the UX noted above.
o CLIENT Stakeholders will select one (1) direction for each channel from
the options provided.
o ------ Stakeholders will provide input / guidance on the selected designs. VI
will continue refinement and adjustments to the winning directions. The
Parties are aligned herein that timetables will require review and
refinement rounds to be kept to two - three (2 – 3) in total for each site.
o Approved design elements will be moved to development steps are each is
secured (The Parties agree this does not have to happen all at once. Where
pages are approved, CLIENT authorizes VI to implement to the already in
process development stage).

CLIENT 2018 Website Design & Build

o UI / UX strategy will essentially be mirrored for both the Website 1 and Website 2 sites and
only once wireframes, during the timetable each operates under, are approved will
separate / unique creative layers be put on for each respective brand. While the brands may
differ in navigation and product flows, the key pages (category, subcategory, product, brand
landing pages) will be functionally identical.
 This SOW assumes that sites and content will be deployed in ENGLISH only and that
site design and page implementation will include up-to-date privacy policies that are
GDPR compliant.

o VI will collaborate with Project Stakeholders on SEO but will defer to Project Stakeholders to
lead this process. VI will apply all required / agreed to SEO practices in to site builds.
Analytics
o Analytics creation is critical to optimization of the tools once launched. VI will be prioritizing
best-in-class analytics leads to manage these steps on behalf of CLIENT from the get-go.
Initial deliverables for analytics will include the following:
 During work sessions, The Parties will align on all key performance indicators (KPI’s),
for both sites, that will serve as the success metrics for the program for the balance
of 2018 (post-launch). VI will, however, engage in 2019 planning support up to and
through December 2018.
 With KPI’s established, VI will customize Google Analytics tools for both Website 1
and Website 2 sites, creating a dashboard for each site.
 Post-launch, under the maintenance umbrella noted herein, VI will monitor
performance and provide the following :
o Monthly reports
o Quarterly optimization recommendations / action plans

Backend Development
 VI will work with CLIENT to identify integration points for the sites including (but not limited to)
o SKU databases including description, META data, images and other attributes
o Pricing data
o Rebate data
o Availability / stock levels
o Ecommerce / order taking / Promo Code (includes ability to pay through paypal)
o Existing CRM / Marketing automation systems
o One time purchase / subscribe (includes auto-allotment for month-to-month product
shipments, cancel at any time, auto-reminder for pending shipment)
 VI will work with CLIENT to determine the most efficient and complete way to move
data throughout the system and use this information to integrate into product
engines.
 This SOW assumes that there is a single backend system used for pricing and
order fulfillment.
 Backend development will be completed concurrently to UI / UX and once both systems are
completed they will be integrated into a single unified web experience for each brand.
 VI will work with CLIENT to recommend and implement a suitable content management
and ecommerce platform taking into account

CLIENT 2018 Website Design & Build

o Ease of usability for staff and customers
o Key features for product subscriptions, user/guest accounts and related processes
o Notification subsystem
o Mobile optimization

UAT / Launch
o UAT / Soft-Launch Program
 As stipulated within the timetable herein (below), the Website 1 and Website 2
sites will be considered substantially completed once soft-launch is ready in each
case based upon each sites respective timetable (Website 1 to be first).
 VI will maintain the soft-launch within its staging environment. CLIENT Stakeholders
will provide the link to a variety of employees, partners, necessary team members
who will actively utilize the site and address any pertinent areas of refinement for the
aligned to soft-launch period.
 VI will engage its UAT team to work in conjunction with dev.
  The Parties will align on refinements, updates, alterations and engage in a maximum
of two (2) rounds of update prior to live launch (this will likely take three to four weeks
to complete). The site will not be considered “complete” and ready for live launch until
all UAT refinements, updates, and alterations are complete and the site is fully
functional and de-bugged (this will include spell check and broken / dysfunctional
links that are discovered during testing).

o Live Launch
 VI will complete all refinements identified during soft-launch and secure final
CLIENT Stakeholder approval that issues have been rectified.
 With final approval, VI will move the staging site to identified live URLS, as
identified by CLIENT, and bring the sites live to the public.

Maintenance Phase
In the 30 days immediately following launch VI will complete the integration, test the performance of
backend systems, identify bottlenecks, complete training and undertake tasks typically done in the period
immediately after launch as well as start the month to month maintenance activities (hours noted will be
split between the two sites as directed by CLIENT). This includes (but is not limited to):

 Verifying user engagement & workflows are working as anticipated in the UI / UX stage and
adjustments as necessary.
 Training staff for the management of the site and products.
 Performance testing and identifying bottlenecks.
 Mobile site performance optimization (this is not a visual optimization – but a performance
optimization which can only be done after the engines are fully enabled).
 Establishment of reporting framework and key KPI’s to ensure they are reporting as designed
using actionable and tangible data.
 Putting in place workflows and processes to facilitate backend updates.
 Identifying high value / volume targets to address during month to month maintenance.
 Putting in place the monthly maintenance process and integrating with CLIENT’s existing
business framework.

CLIENT Sciences 2018 Website Design & Build

 Monthly promotional banner updates
 Regular weekly / status meetings will be a core requirement of these steps.
o A ticket system will be deployed (e.g., JIRA) that will be provided to
CLIENT stakeholders to address update needs to the existing site.
Tickets will be responded to within 24 hours as either completed or
noted for timing.
 Monthly dev and site support maintenance will include
o VI will address requests from CLIENT Stakeholders, or for items it encounters,
the following:
o Page updates (Not new / new designed pages)
o Product updates
o E-commerce refinements / updates
o Promotional updates / integrations
o Rebate updates
o SEO evaluation from set-up stages during UX / UI and build. It is
understood that CLIENT stakeholders will manage SEO processes but will
rely on VI to review performance and report as part of the monthly
deliverable report.
Tasks are completed monthly in order of priorities with unfinished tasks rolling over into subsequent
months. As VI believes it imperative to support on-going requirements, the maintenance Phase has a
fixed block of hours and resources which VI believes will be sufficient for a size and engagement of this
type (essentially the allocations noted here will mean that CLIENT has guaranteed hours each month as
invoice locks in resource allocation specifically for CLIENT tasks to that level of hours). Total number of
hours may require periodic adjustment to ensure sufficient resources are allocated to the project with
minimal tasks rolling over month-to-month.

Project Timing

Project milestone dates will be provided once the SOW is approved and signed. Given that both sites will
operate on separate timelines vs. simultaneous, VI needs to review plans and align resources
accordingly. Full timetables by site and decision dates will be required within three (3) working days of
scope approval.

Note: Timetables represent the general order of process and go-to-live dates. Once fully aligned and
approved on SOW, The Parties agree that an initial planning session will be implemented where a
detailed project plan will be assembled. Given that there will be significant requirements of time for
CLIENT to allocate to this program, it is essential that full project plans are worked on collaboratively to
insure all milestones that require input / approval from CLIENT can be met once established. Further,
given that the build will be an on-going process, The Parties are aligned that the timetable may morph
from time-to-time based on need and learnings from within the process. VI will be responsible for
notification to CLIENT of any pertinent changes to final timetables as it relates to completing all assets
where CLIENT informs VI of potential changes. Where delays are the direct result of CLIENT review or
updated input requests, CLIENT will allow for work stop until such time that activities are rectified.

CLIENT 2018 Website Design & Build

Project Costs
Website 1 Jun Jul Aug Sep Oct Nov Dec Total Allocation
Staff Hrs
Account Lead 5.00 5.00 5.00 0.00 0.00 0.00 0.00 15.00
UX & Wireframing 20.00 20.00 0.00 0.00 0.00 0.00 0.00 40.00
Designer 10.00 25.00 0.00 0.00 0.00 0.00 0.00 35.00
Analytics Set-up & Reporting 15.00 10.00 5.00 5.00 5.00 5.00 0.00 45.00
Sr. Engineer 12.50 12.50 0.00 0.00 0.00 0.00 0.00 25.00
Developer 20.00 25.00 25.00 7.50 7.50 7.50 7.50 100.00
Project Management & UAT 25.00 25.00 10.00 5.00 5.00 5.00 5.00 80.00
Totals 107.50 122.50 45.00 17.50 17.50 17.50 12.50 340.00

Design / Build Maintenance

Staff Jun Jul Aug Sep Oct Nov Dec Total Allocation
Hrs
Account Lead 0.00 0.00 5.00 5.00 5.00 0.00 0.00 15.00
UX & Wireframing 5.00 0.00 20.00 15.00 0.00 0.00 0.00 40.00
Designer 0.00 0.00 10.00 25.00 0.00 0.00 0.00 35.00
Analytics Set-up & Reporting 5.00 0.00 10.00 15.00 5.00 5.00 5.00 45.00
Sr. Engineer 0.00 0.00 12.50 12.50 0.00 0.00 0.00 25.00
Developer 0.00 0.00 25.00 25.00 20.00 15.00 15.00 100.00
Project Management & UAT 0.00 0.00 40.00 10.00 10.00 10.00 10.00 80.00
Totals 10.00 0.00 122.50 107.5 40.00 30.00 30.00 340.00
Design / Build

Maintenance

Initial build and design encompasses a simplified e-commerce structure whereby each site will have the
following abilities:
a. Buy now feature – allows for one-time purchases to be completed and data monitored for

CLIENT 2018 Website Design & Build

optimization –% off promotion code entry – ability to utilize paypal for payments.

VI understands that there is more desire for comprehensive e-commerce systems that allow for a variety
of features. Given overall scope necessary to achieve all of the above in budget shared, VI would
require additional scope to incorporate the following abilities:
a. Subscribe
b. Member login (sign-up)
c. Manage my subscription (including modify orders, set notifications, cancel subscription)
d. My Account

These additional elements will require additional UX, Design & Development time to incorporate in to the
e-commerce construct. The estimate for these additional features is approximately $ (which would
increase initial build scope to $ VI is highly sensitive to delivery of the sites with an e- commerce engine
in place and recommends an initial focus on the “buy now” feature only at the outset. Where traction
builds to significant levels, the add-on features can easily be implemented but it is believed now that
early stages will incorporate a greater level of trial vs. running subscription.

10
Additional keynotes:

1. Design assumes all content / copy is provided by CLIENT team (this includes images). No
allocation within this scope is provided for writers or editors. The parties are aligned that once
maintenance stage launches design requirements will end (outside moderate / reasonable review
of work updates). Therefore, design time ends once both site designs are final approved (relative
to each site’s final aligned timetable)
2. Maintenance timing is considered engaged once UAT is completed on each site as they become
ready to push live from staging. This phase is considered an estimated block of hours and covers
the low-end in terms of hours to cover tasks. Monthly hours reconciliation will be provided as
requested by CLIENT and included with invoicing where desired. Actual hours will be billed out
and not billed at higher totals than estimate shown without prior written approval from CLIENT to
do so. Where CLIENT requires work which exceeds the hours applied herein, VI will notify
CLIENT of overage danger to monthly estimate and secure necessary approval before work start
on said elements. Maintenance hours should be utilized in the month identified. However,
minimal tasks may roll over month-to-month.

Terms & Conditions

 Invoices are due on a net 30 basis. The invoicing structure will be as follows (Website 2 and
Advanced e-commerce invoicing not activated until process steps commence):
o Website 1
 25% on SOW signature date
 25% on UI/UX Presentation
 25% on staging/UAT
 25% on LIVE
o Website 1 Maintenance
 $ monthly (September to December 2018)

o Website 2
 25% on SOW signature date
 25% on UI/UX Presentation
 25% on staging/UAT

CLIENT 2018 Website Design & Build

 25% on LIVE
o Website 2 Maintenance
 $ monthly (November 2018 – February 2019)

o Advanced e-Commerce (Website 1)

 33% on activation of advanced e-commerce
 33% on staging review
 33% on implementation

o Advance e-Commerce (Website 2)

 33% on activation of advanced e-commerce
 33% on staging review
 33% on implementation

11
  VI will work with CLIENT to manage timelines. It is understood that building a project such as
this requires rigorous project management skills and most importantly delivering and approving
work on time. The Parties agree to work collaboratively and vigorously to deliver on these
defined timelines to ensure that the project will not extend past the original timeline. VI will
insure that appropriate resources are available throughout the entire project lifecycle based
upon the project scope detailed herein. In the event of potential delays and scope changes The
Parties will need to make each other aware of the delay and reason for it and will possibly need
to allocate additional resources in order to make a best effort to reach the agreed upon
timelines. No such additional scope or change work will be initiated, started, or acted upon
without express written consent of CLIENT.
 All work will be delivered in electronic format unless required otherwise.
 In-person check-ins and production steps that are identified above or which are identified as
the project continues forward will be considered expensible travel. The Parties will align to
expense allocation for meetings / production and must have approved documentation to
support with signature, solely from CLIENT identified Stakeholders. At no time will VI submit
expenses to CLIENT that have not been authorized in advance, in writing.
 Post-Launch Maintenance and Reporting can be cancelled anytime on 30 days written notice
 This agreement does not cover any products or services not detailed and quoted in herein
 Any significant changes to the scope of the specifications herein require an amendment to
this agreement executed by The Parties.
 The content of this agreement is confidential and may not be shared with any 3rd Party
without prior written consent from either Party. VI agrees in total to sign all NDA and non-
compete clauses as identified by CLIENT prior to work start.
 VI represents and warrants that it has all rights necessary to grant the rights to
Customer contemplated by this Agreement.
 CLIENT agrees that VI may use the process, outcome and imagery of the scope herein for use in
case studies or company credentials but only upon CLIENT’s prior written approval, which
CLIENT may withhold in its sole discretion. VI warrants that all such utilization will be provided to
CLIENT prior to submission and that CLIENT has right to modify or refine documents prior to
release or use by VI.
 CONFIDENTIAL INFORMATION
o Obligation of Confidentiality. In performing consulting services under this Agreement, VI

CLIENT 2018 Website Design & Build

will be exposed to and will be required to use certain “Confidential Information” (as
hereinafter defined) of CLIENT.
o VI agrees that neither it nor any of its employees, contractors or agent will use or
disclose, directly or indirectly, such Confidential Information for any purpose other than to
perform the services provided for in this Agreement.
 Property of the Company
o VI agrees that all materials developed by VI on behalf of CLIENT in connection with
services rendered under this Agreement (all the foregoing materials including, but not
limited to, photographs, graphics and layouts, all advertising and other copy and all
intellectual property created by VI for CLIENT are collectively referred to as "Intellectual
Property"), as well as all materials provided by CLIENT to VI during the course of VI's
services under this Agreement, are and shall remain the exclusive property of CLIENT.
Promptly upon the expiration or termination of this Agreement, or upon the request of the
CLIENT, VI shall return to CLIENT all documents and tangible items, including samples,
Promptly upon the expiration or termination of this Agreement, or upon the request of
CLIENT, VI shall return to CLIENT all documents and tangible items, including samples
provided to VI or created by VI for use in connection with services to be rendered
hereunder, including, without limitation, all Confidential Information, together with all
copies and abstracts thereof. VI also shall execute and deliver to CLIENT upon CLIENT's
request any bills of sale or assignments of all Intellectual Property prepared by VI under
this Agreement.

CLIENT 2018 Website Design & Build

Acceptance

Please indicate to the undersigned your acceptance of this agreement by signing two copies of this
agreement and returning by email to @venuiti.com. Venuiti will sign this agreement and return one fully
signed original to the Client.

We are delighted to be able to work with you. Should you have any questions, do not hesitate to
communicate with the undersigned at 000-000-0000. Please note that Venuiti will begin working on the
project only when the Client’s acceptance has been received.

Venuiti Solutions Inc. Date:

“I have the authority to bind the Company”

CLIENT
Date:
“I have the authority to bind the Company”

CLIENT 2018 Website Design & Build