"Showtime Full Service" Social Media Strategy Consulting Agreement
This Consulting Agreement (the "Agreement") is made and entered into as of July 1st, 2015, by and between VIRTUAL EMPOWERMENT LLC www.VirtualEmpowerment.com EIN # 47-3932743 (the "Consultants"), and SHOWTIME FULL SERVICE XUAN MONG PHAM (702) 981-0787 (the "Company").
WHEREAS, the Company desires to retain the services of the Consultants as an independent contractor to perform Social Media consulting services for the Company and the Consultants are willing to make the Consultants services available to the Company.
NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultants agree as follows:
1. Engagement. The Company hereby engages the Consultants and the Consultants hereby accepts engagement as a Consultant to the Company subject to the terms and conditions contained in this Agreement. The Consultants will for all purposes be deemed an independent contractor and will not be deemed an agent or employee of the Company. The Consultants and the Company do not intend to create a joint venture, partnership or other relationships, which might impose a fiduciary obligation on the Consultants or the Company in the performance of this Agreement. The Consultants acknowledge and agree that the Consultants are obligated to report as income all compensation received by the Consultants pursuant to this Agreement and the Consultants agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon.
2. Consultants Duties. Throughout the term of this Agreement, the Consultants will use the Consultants best efforts and due diligence to perform for the Company various social media consultation tasks outlined in the Enterprise Social Media Strategy proposal. These tasks include, but are not limited to:
Assisting with the development of a social media strategy, coaching on best practices for leveraging social media technologies, and the development of tools and resources to measure success in using social media tools (Facebook, Instagram, Twitter, Yellow pages:
- 2-3 Ads postings on more than 20 Facebook groups in Las Vegas and sourrounding areas 5 days a week
- Craigslist Ads 5 days a week
- Basic Website creation, maintenance, and support ($14.99 p/month OR $179.88/year for Godaddy Business Plus website -recommended-)
- Google for business administration: Business information, google maps integration, and website insights from google business.
- Monthly SEO (Search Engine Optimization) on the most important search engineers; Google, yahoo, aol, bing.
- Pictures, reviews, and costumer support for Facebook 5 days a week,
- Graphic design as need it for business social media purposes (up to 5 different designts per month).
The Consultants shall set their own general hours of work and shall provide their own workspace, office equipment and computer equipment to perform their services hereunder, the Company being interested only in Consultants timely and full completion of tasks assigned. The Consultants may engage in other consulting work during the term of this Agreement without the prior written consent of the Company, provided that (a) such work does not cause the Consultants to be in violation of any terms of this Agreement; and, (b) such work does not delay or hinder the work to be performed under this Agreement.
3. Term and Termination. This Agreement will commence on the date first written above and will continue for 12 weeks (equivalent of three months). The Company may terminate this Agreement at any time if the consultants are not complying with this contract. The Consultants may terminate this Agreement, provided there are no outstanding projects, upon giving prior written notice to the Company specifying a termination date no sooner than days after such notice is delivered to the Company. Contract will keep in force if the company wants to keep the consultant services after the 3 months trial and it can be terminated at any time by the company with a 30 days notice in written to the Consultants. AFTER termination; all work done by the consultants will be transferred to the Company (Website, Facebook, page, Instagram page, yelp page, craigslist account, and all other accounts opened for Social Media Marketing purposes)
4. Compensation; Expenses. The Company agrees to pay the Consultants $250 every two weeks starting on August 13th 2016 until November 5th, 2016. Consultants will be responsible for all expenses related to the fulfillment of this Agreement; provided, however, the Company will reimburse the Consultants for pre-approved extra offers, ads, or boost postings.
5. Reports. The Consultants agree to keep the Company advised as to the Consultants progress in performing the Services hereunder and the Consultants will, as requested by the Company, prepare written reports with respect thereto IF requested by the company. The time required to prepare any such written reports will be considered time devoted to the performance of the Consultants Services.
6. Conflicting Obligations. The Consultants certify that the Consultants have no outstanding agreement or obligation that conflict with any of the provisions of this Agreement. The Consultants will not enter into any agreements or obligations that would conflict with any of the provisions of this Agreement or that would preclude the Consultants from complying with the provisions hereof. In view of the Consultants access to the Company's Confidential Information, the Consultants further agrees that the Consultants will not, without Company's prior written consent, design, write, develop or otherwise create, directly or indirectly, any software or computer code that is similar in any way to that provided, developed, modified or otherwise tested and maintained under this Agreement for any third party during the term of this Agreement and for a period of years after the termination of this Agreement.
7. Arbitration and Equitable Relief. The parties will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance or termination of this Agreement; provided, however, if the parties are unable to reach a settlement amicably, such dispute will be submitted to binding arbitration before a single arbitrator to be held in , in accordance with the rules then in effect of the American Arbitration Association. Any negotiations pursuant to this paragraph 8 are confidential and will be treated as compromise and settlement negotiations for all purposes. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The Company and the Consultants shall each pay one-half (½) of the costs and expenses of such arbitration, and each shall separately pay its respective attorneys' fees and related expenses. This arbitration provision shall be binding on all employees, agents, contractors, investors, suppliers, vendors, assigns, purchasers, and clients of the Company and the Consultants. Notwithstanding the foregoing, the Company may pursue any remedies at law or in equity in the event the Consultants fails to fully perform all of the covenants and agreements herein. In the event the Company seeks injunctive relief or specific performance, the Consultants agree that no bond or other security will be required in obtaining such equitable relief and the Consultants hereby consents to the issuance of an injunction and to the ordering of specific performance.
8. Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersede any prior agreements between them with respect to the subject matter hereof.
9. Notices. Any notices required or made necessary by this Agreement shall be in writing and delivered by email, certified mail, or overnight courier to the below addresses.
10. Confidentiality. “Confidential Information” means information in any form, not generally known to the public, disclosed to or acquired by the Consultants directly or indirectly from the Company or any clients, customers, business partners or affiliates of the Company during the term hereof, including, without limitation:
(i) information relating to the research, developments, systems, operations, clients, customers, and business activities and business plans and planning of the Company;
(ii) information received from any clients, customers, business partners or Affiliates of the Company;
(iii) information specifically designated by the Company as confidential; and,
(iv) information relating to the Company’s products, including software products, and all computer code
relating to such products, and specifically to include all computer code disclosed to or developed by the Consultants during the term hereof;
The Consultants agree not, at any time, to disclose any Confidential Information to any person not an employee or recognized Consultants of the Company, nor will the Consultants use Confidential Information for any purpose other than as required to perform his services hereunder. Further, the Consultants agrees not, at any time, or in any way, to take or reproduce Confidential Information unless required by the Company for the Consultants to perform services hereunder. The Consultants will, upon the termination hereof, return to the Company all Confidential Information in his possession or under his control whether such Confidential Information.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
August 13th, 2016