GOOGLE PLACES MARKETING SERVICES

THIS CONSULTING AGREEMENT (this "Agreement") dated this _____ day of ________, 20__

BETWEEN

_______________________ of _________________________________________________
(name) (address)
(the "Customer")
OF THE FIRST PART

- AND -

_______________________ of _________________________________________________
(name) (address)
(the "Consultant”)
OF THE SECOND PART

BACKGROUND:
A. The Customer is of the opinion that the Consultant has the necessary qualifications, experience and abilities to
provide services to the Customer.

B. The Consultant is agreeable to providing such services to the Customer on the terms and conditions set out in
this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this
Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this
Agreement agree as follows:

1. Services Provided
The Customer hereby agrees to engage the Consultant to provide the Customer with services (the "Services")
consisting of the following:

a. Creation of a Google Places listing

b. Ongoing monthly maintenance including but not limited to:

a. Coupon Creation

b. Image addition

c. Video addition / creation

d. Review management

All items above are subject to 2 revisions at which point additional charges will apply

Any and all services above what is mentioned are at the discretion of the Consultant. The Services will also include
any other tasks which the parties may agree on. The Consultant hereby agrees to provide such Services to the
Customer.
The Customer agrees to provide the Consultant the following:

a. A completed copy of New Client Worksheet

b. Samples of past promotional pieces and any recent press coverage (if any) and or images/photos

Term of Agreement

1. The term of this Agreement will begin on the date of this Agreement and will remain in full force and effect
until 6 months minus 1 day of the Agreement date.

2. Except as otherwise provided in this Agreement, the obligations of the Consultant will terminate upon the
earlier of the Consultant ceasing to be engaged by the Customer or the termination of this Agreement by the
Customer or the Consultant.

Performance

3. The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation

4. For the services rendered by the Consultant as required by this Agreement, the Customer will pay to the
Consultant compensation on the following basis: The customer will pay the Consultant for the above
mentioned services at a rate of __________($97 Recommended) USD per month for ___ (6
recommended) consecutive months.

5. This compensation will be payable on a monthly basis no later than the 25th of each month, while this
Agreement is in force.

Additional Compensation

6. The Consultant understands that the Consultant's compensation as provided in this Agreement will constitute
the full and exclusive monetary consideration and compensation for all services performed by the
Consultant and for the performance of all the Consultant's promises and obligations under this Agreement.

Provision of Extras

7. The Customer agrees to provide, for the use of the Consultant in providing the Services, the following extras:
Access to the customers Google Analytics account for monitoring & tracking of videos.

Reimbursement of Expenses
8. The Consultant will not be reimbursed for expenses incurred by the Consultant in connection with providing
the Services of this Agreement.

Confidentiality

9. confidentiality will continue indefinitely.

Non-Competition

10. Other than with the express written consent of the Customer, which will not be unreasonably withheld, the
Consultant will not, during the continuance of this Agreement, be directly or indirectly involved with a
business which is in direct competition with the particular business line of the Customer, divert or attempt
to divert from the Customer any business the Customer has enjoyed, solicited, or attempted to solicit, from
other individuals or corporations, prior to termination of this Agreement.

Non-Solicitation

11. Any attempt on the part of the Consultant to induce to leave the Customer's employ, or any effort by the
Consultant to interfere with the Customer's relationship with its employees or other consultants would be
harmful and damaging to the Customer.

12. The Consultant agrees that during the term of this Agreement, the Consultant will not in any way directly or
indirectly:

a. induce or attempt to induce any employee or other consultant of the Customer to quit employment
or retainer with the Customer;

b. otherwise interfere with or disrupt the Customer's relationship with its employees or other
consultants;

c. discuss employment opportunities or provide information about competitive employment to any of

the Customer's employees or other consultants; or

d. solicit, entice, or hire away any employee or other consultant of the Customer.

Ownership of Materials

1. All materials developed, produced, or in the process of being so under this Agreement, will be the property of
the Customer. The use of the mentioned materials by the Customer will not be restricted in any manner.

2. The Consultant will not be responsible for damages resulting from the use of said materials for work other
than the services contracted for in this Agreement.
Assignment

3. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under
this Agreement without the prior written consent of the Customer.

Capacity/Independent Contractor

4. It is expressly agreed that the Consultant is acting as an independent contractor and not as an employee in
providing the Services under this Agreement. The Consultant and the Customer acknowledge that this
Agreement does not create a partnership or joint venture between them, and is exclusively a contract for
service.

Modification of Agreement

5. Any amendment or modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement will only be binding if evidenced in writing signed by each party or an
authorized representative of each party.

Time of the Essence

6. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver
of this provision.

Entire Agreement

7. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this
Agreement except as expressly provided in this Agreement.

Limitation of Liability

8. It is understood and agreed that the Consultant will have no liability to the Customer or any other party for
any loss or damage (whether direct, indirect, or consequential) which may arise from the provision of the
Services.

Enurement

9. This Agreement will ensure to the benefit of and be binding on the parties and their respective heirs,
executors, administrators, successors and permitted assigns.

Currency

10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in
United States dollars.

Titles/Headings
 11. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting
this Agreement.

Gender

12. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include
the feminine and vice versa.

Governing Law

13. It is the intention of the parties to this Agreement that this Agreement and the performance under this
Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with
and governed, to the exclusion of the law of any other forum, by the laws of the Province of Ontario,
without regard to the jurisdiction in which any action or special proceeding may be instituted.

Severability

14. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or
in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or
unenforceable parts severed from the remainder of this Agreement.

Waiver

15. The waiver by either party of a breach, default, delay or omission of any of the provisions of this
Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or
other provisions

16. IN WITNESS WHEREOF the parties have duly executed this Service Agreement this __th day of
_______, 20__.

SIGNED, SEALED AND DELIVERED

in the presence of

← ←

________________________________ ________________________________
Consultant Date: Customer Date:

Witness Witness
 ← ←
________________________________ ________________________________
Date: Date: