A standard marketing contract agreement between freelancer and company.
AGREEMENT (“Agreement”) entered into this DATE by and between, Luke Miller of Happy Brain, Inc. (hereinafter referred to as “Company”), and Chris Laub of Fallen Leaf Media, LLC (“Consultant”) with offices at 1623 Central Ave, Suite 145, Cheyenne, Wyoming, 82001.
WHEREAS, Company is engaged in the business of offering digital information products related to art.
WHEREAS, Company seeks to retain the services of Consultant;
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.01 (a) Engagement: Subject to the terms of this agreement Company has hereby retained the non-exclusive services of Consultant f/s/o Chris Laub as an independent contractor as are set forth in Exhibit A, annexed hereto (the “Assignment.”)
(b) The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day‑to‑day activities of the other; or (ii) constitute such parties as partners, joint venturers, co‑owners or otherwise as participants in a joint or common undertaking; or (iii) make Consultant an agent of Company for any purpose whatsoever except as otherwise agreed in writing by the parties hereto. Consultant shall not be treated as an employee of Company for federal or state tax purposes, unemployment or disability benefits, or for any other withholding tax or insurance purposes. Consultant represents to Company that it may hold itself out as an independent contractor to other firms and companies, and may continue to do so during the term of this Agreement and thereafter. Consultant shall have no authority to bind Company to any contract or agreement unless expressly agreed to in writing.
(c) The conduct and control of the Services to be performed by Consultant under this Agreement shall lie solely with Consultant. Consultant shall perform the services in a timely, professional, and competent manner and in accordance with currently approved methods and ethical standards applicable to the performance of the Services in consultancy with Company. Consultant will perform in a manner to produce the results requested and shall endeavor to at all times further the interests of Company and enhance the image and reputation of Company. Company is interested only in the results obtained under this Agreement and, if otherwise in compliance with this paragraph, the manner and means of performing the Services shall be under the sole control of Consultant. In performing duties under this Agreement, Consultant shall comply with all applicable laws, rules, and ordinances applicable thereto.
II. OBLIGATIONS OF CONSULTANT
2.01 (a) Consultant shall expend such time and effort as are necessary to carry out the Assignment.
(b) The results and proceeds of Consultant's services hereunder shall be deemed a “work-made-for-hire” specifically ordered by Company. Consultant acknowledges and agrees that all copyrightable material, including writings, software, drawings, and designs, and all ideas, inventions, improvements, developments and discoveries made, conceived or reduced to practice by Consultant, whether individually or in collaboration with others, during the course of performance under this Agreement, are the sole property of Company; and Consultant agrees to assign (or cause to be assigned) to Company all right, title and interest in and to all such intellectual property, including without limitation any worldwide copyright(s), moral rights, patent(s) and any and all other such rights of whatever kind, and the right to obtain registrations, renewals, reissues and extensions of the same. In this regard, Consultant is executing the Assignment annexed hereto as Exhibit B.
(c) Consultant Identification: While working on this Assignment, Consultant shall not directly or indirectly state or imply that she is an employee, officer or director of Company (or its affiliates); shall not directly or indirectly state or imply that she is authorized to contractually obligate Company (or its affiliates.)
2.02 Compliance with Laws, Rules and Regulations: Consultant shall perform in strict compliance with all applicable laws and all of Company's directives.
III. COMPENSATION & EXPENSES
3.01 (a) Compensation Payable to Consultant: Consultant shall be paid in accordance with the provisions of Exhibit B, annexed hereto and made a part hereof.
(b) Consultant agrees to provide all deliverables by the mutually agreed upon deadlines. Should Consultant fail to deliver by the mutually agreed upon deadline, Consultant agrees to refund Company 2.5% of the total project fee as outlined in Exhibit B for each consecutive 24-hour period the deliverable is provided past the mutually agreed upon deadline.
(c) Any deadlines that are missed due to the client’s failure to deliver requested materials will be considered null and avoid.
(d) Deliverables of a “rolling” or ongoing nature will be executed on and monitored continually.
5.01 Termination Upon Notice: Company and Consultant agree to a mutual project review twenty eight (28) days from project initiation. During the project review, Company retains the option of terminating this contract. Upon termination, Consultant’s entitlement to any un-accrued compensation shall cease. If upon review, Company and Consultant agree to complete the project in its entirely, Company agrees to release all outstanding funds per Exhibit C. Consultant may terminate this Agreement upon thirty (30) days prior written notice to the addresses set forth above.
VI. CONSTRUCTION AND INTERPRETATION:
6.01 Construction & Interpretation:
(a) This Agreement is to be construed as to form, substance and procedure in accordance with the laws of California.
(b) Consultant & Company shall act in good faith and use their best efforts to comply with their obligations under this Agreement, and shall cooperate in accomplishing the purposes of this Agreement. Further, neither party shall directly or indirectly engage in any activities which would be detrimental to or interfere with the operation or reputation of the other party.
(c) Mediation/Arbitration/Attorney’s Fees: Any disputes arising under this Agreement shall be resolved first by good-faith mediation between the parties. If the dispute persists despite party attempts at mediation, the dispute shall be resolved by arbitration in Los Angeles, CA in accordance with the rules of the American Arbitration Association in Los Angeles, CA. Both parties shall be entitled to engage in all forms of discovery as permitted under California law. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator.
(e) This Agreement constitutes the entire agreement between the parties, and there are no other oral or written understandings or agreements between Company and Consultant. This Agreement may be amended only by a written instrument signed by the parties hereto.
(f) Any notice required or permitted to be given hereunder shall be in writing and shall be served upon the other party personally, or by certified mail, return receipt requested, postage prepaid.
(g) The signatories to this agreement possess all the necessary power and authority to enter into this agreement on behalf of their organizations, and to perform the obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the entities by their signatories and constitutes a legal, valid and binding obligation of both Company and Consultant enforceable against each other in accordance with its terms.
WE HAVE READ THE FOREGOING AGREEMENT AND HEREBY AGREE TO AND ACCEPT EACH AND ALL OF THE PROVISIONS
Name: Luke Miller
By: Fallen Leaf Media, LLC.
Name: Christopher Laub
This proposal is designed to help Luke Miller, of Happy Brain, Inc., to achieve the objectives and goals we discussed on our previous call, primarily:
- Clearly identify your Key Performance Indicators as they relate to organic traffic and sales, in particular: value per lead (email subscriber), opt-in conversion rate, sales page conversion rates, value per click, percentage of leads that become buyers, revenue generated after 7 days/30 days/60 days/90 days, and Lifetime Value.
- Execute a “Deep Dive Survey” for the purpose of gaining a more in-depth and accurate understanding of your audience and their desires
- Execute a “Reactivation Campaign” to re-activate inactive email subscribers and get them into a series of sales oriented emails
- Segment your existing email subscribers based on the 3-4 “buckets” discovered during the Deep Dive Survey analysis
- Strategize an organic traffic sales funnel that will allow 5 Pencil Method to maximize revenue from organic website traffic
- Increase the percentage of organic traffic visitors that convert into email subscribers via split-testing
- Organize existing assets to create various “offers” that can be tested as part of the sales funnel
To help you achieve these objectives, I propose the following:
- Run one “Deep Dive Survey” to each of the following groups: buyers, active email subscribers, inactive email subscribers
- Quantitative and qualitative analysis of survey responses to identify three to four primary buckets or “Segments” your audience falls into
- Develop a new, mass appeal opt-in offer (lead magnet) based on the survey responses and topics your audience is interested in
- Install an automated lead capture system (light box pop-up) to convert a larger percentage of 5 Pencil Method’s organic website traffic into email subscribers
- Split-test light box pop-up to achieve highest conversion rate possible
- Automated sales funnel strategy / design
- Creation and placement of multiple sales oriented email auto-responder sequences (to be handled by 5 Pencil Method staff)
- Rewrite sales copy on primary sales page(s) (to be handled by 5 Pencil Method staff)
- Creation of new squeeze pages, sales pages and up-sell pages for the execution of the organic traffic sales funnel (to be handled by 5 Pencil Method staff)
- Perform conversion rate optimization (A/B split-testing) to increase the conversion rate on 5 Pencil Method’s email capture forms, light-box pop-ups, and primary sales pages
- Retargeting pixel review to ensure proper pixel placement and data gathering
- Track and optimize for all relevant KPI’s
I am offering to help 5 Pencil Method develop a multi-step organic traffic “sales funnel.” For the purpose of this contract, a “sales funnel” is defined as: a series of inter-connected web pages and email systems designed to convert website visitors in paying customers using100% automated technologies.
In particular, when a website visitor submits their email address to an opt-in form, the “sales funnel” will automatically nurture that website visitor through a three to four step sales process designed to maximize immediate revenue. This includes presenting them with various free and paid offers via a series of sequential web pages.
This also includes a series of automated email sequences designed to nurture the user towards purchasing the next level product they did not purchase.
Structure of Agreed Upon Services
Under this agreement I am offering my Sales Funnel Engineer services on one-time basis, with the option to convert into an ongoing retainer agreement upon completion.
Further, I am offering my services as an advisor and consultant, and am not responsible for the graphic design, written creation, or coding / programming of any relevant Internet pages or emails.
Total Fees: $5,750 USD