The PPC Campaign and Optimization agreement is between DIGITAL NOVATION which is owned and represented by Mignon Stander and SUGARBIRD DIGITAL MARKETING (PTY) LTD represented and owned by Claudette Steyn which refers to the parties in this agreement.

Mignon Stander agrees that she has the experience and expertise in the development and management of PPC Search Engine Campaigns and is in possession of the necessary qualification to run and manage Ad Campaigns as specified by Google.

SUGARBIRD DIGITAL MARKETING desires to have DIGITAL NOVATION develop and deploy PPC Search Engine Campaigns as outlined in Exhibit A, attached herein (the “Specifications”).

  1. Agreements

In consideration of the mutual covenants set forth in this Agreement, SUGARBIRD DIGITAL MARKETING and DIGITAL NOVATION hereby agree as follows:

Development of PPC Campaign and Optimization Services.

DIGITAL NOVATION agrees to create, install, manage, develop and employ custom PPC Advertising tactics according to the terms listed on Exhibit A attached hereto.

  1. Specifications.

DIGITAL NOVATION agrees to develop the PPC Campaign pursuant to the Specifications set forth in Exhibit A.

  1. Delivery Dates and Milestones.

DIGITAL NOVATION will use reasonable diligence in the development of the PPC Campaign and Strategy and endeavor to deliver to SUGARBIRD DIGITAL MARKETING all deliverable and milestones monthly. SUGARBIRD DIGITAL MARKETING acknowledges, however, that this delivery deadline and the other payment milestones are estimates and are not required delivery dates. SUGARBIRD DIGITAL MARKETING will retain all documents, source code, keyword lists and other assets employed or created BY DIGITAL NOVATION during the execution of this agreement. SUGARBIRD DIGITAL MARKETING shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to DIGITAL NOVATION for use in the PPC Campaign and Strategy rendered under this Agreement.

  1. Services Provided.

PPC Campaign and Optimization services are intended to provide SUGARBIRD DIGITAL MARKETING websites with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. Some of the PPC Campaign and Optimization tactics include:

4.1 PPC Keyword Selection Services.

DIGITAL NOVATION will manage a list of keywords and phrases relevant to SUGARBIRD DIGITAL MARKETING’s websites based on the industry and the desired search terms upon Research conducted by DIGITAL NOVATION.

Competitive analysis of keyword terms currently in market use.

Other SUGARBIRD DIGITAL MARKETING-provided analytics and metrics for terms or phrases.

4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.

Advertising Copy. DIGITAL NOVATION shall write advertising copy that is designed to drive high quality traffic to SUGARBIRD DIGITAL MARKETING website(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.

Campaign Budgeting. DIGITAL NOVATION and SUGARBIRD DIGITAL MARKETING shall agree upon an initial budget for all PPC efforts.

Monitoring and Reporting: DIGITAL NOVATION shall monitor and manage SUGARBIRD DIGITAL MARKETING’s PPC campaigns and monitor CPC (cost per click) rates. Bids may be adjusted in order to maximize high quality traffic. Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to SUGARBIRD DIGITAL MARKETING on a monthly basis via Google Ads Reporting

  1. Compensation.

For all DIGITAL NOVATION’s services under this Agreement, SUGARBIRD DIGITAL MARKETING shall compensate DIGITAL NOVATION, by electronic transfer in the amount of R250.00 per Google Ad Account. SUGARBIRD DIGITAL MARKETING will transfer funds on the 1st of each new month. If no funds are received for a particular account, DIGITAL NOVATION will not execute work on that Google Ad account. SUGARBIRD DIGITAL MARKETING will inform DIGITAL NOVATION by the 7th of all accounts not paid.  

  1. Confidentiality.

 While working for SUGARBIRD DIGITAL MARKETING, DIGITAL NOVATION may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. DIGITAL NOVATION promises to treat this information as if it is the DIGITAL NOVATION own confidential information. DIGITAL NOVATION may use this information to do its job under this Contract, but not for anything else. For example, if SUGARBIRD DIGITAL MARKETING lets DIGITAL NOVATION use a customer list to send out a newsletter, DIGITAL NOVATION cannot use those email addresses for any other purpose. The one exception to this is if SUGARBIRD DIGITAL MARKETING gives DIGITAL NOVATION written permission to use the information for another purpose, DIGITAL NOVATION may use the information for that purpose, as well. When this Contract ends, DIGITAL NOVATION must give back or destroy all confidential information and confirm that it has done so. DIGITAL NOVATION promises that it will not shoe confidential information with a third party, unless SUGARBIRD DIGITAL MARKETING gives DIGITAL NOVATION written permission first. DIGITAL NOVATION must continue to follow these obligations, even after the Contract ends.

  1. Independent Contractor

DIGITAL NOVATION shall be retained as independent contractor. DIGITAL NOVATION will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. SUGARBIRD DIGITAL MARKETING will not withhold or pay any income tax, uif, or any other payroll taxes on DIGITAL NOVATION’s behalf. DIGITAL NOVATION understands that it will not be entitled to any fringe benefits that SUGARBIRD DIGITAL MARKETING provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

8 Indemnification.

SUGARBIRD DIGITAL MARKETING warrants that everything it provides DIGITAL NOVATION to employ in the PPC campaign is legally owned or licensed to SUGARBIRD DIGITAL MARKETING. SUGARBIRD DIGITAL MARKETING agrees to indemnify and hold DIGITAL NOVATION harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by SUGARBIRD DIGITAL MARKETING’s products/services, material supplied by SUGARBIRD DIGITAL MARKETING, copyright infringement, and defective products sold via the PPC campaign. SUGARBIRD DIGITAL MARKETING agrees to indemnify DIGITAL NOVATION from responsibility for problems/disruptions caused by third-party services that SUGARBIRD DIGITAL MARKETING may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the PPC campaign.

  1. Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

9.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws South Africa.

9.2 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of SUGARBIRD DIGITAL MARKETING and DIGITAL NOVATION and their respective successors and assigns, provided that DIGITAL NOVATION may not assign any of its obligations under this Agreement without SUGARBIRD DIGITAL MARKETING’s prior written consent.

9.3 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

9.4 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

9.5 No Right to Assign.

DIGITAL NOVATION has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of SUGARBIRD DIGITAL MARKETING, which consent can be withheld for any reason.

9.6 No Responsibility for Loss.

DIGITAL NOVATION will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the PPC campaign. DIGITAL NOVATION is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.

9.7 Attorney’s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

9.8 Transfer of Rights.

In the event DIGITAL NOVATION is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to SUGARBIRD DIGITAL MARKETING. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.

  1. Offering/Tactics

Some of the tactics DIGITAL NOVATION will utilize as part of it’s service offering are as follows:

– Individual ads monitored and poor performers replaced with new ad copy

– Keyword performance analyzed and poor performing keywords eliminated

– Keyword opportunities identified based on ad and keyword performance

– Ad groups created or modified based on ad and keyword performance

– Ad and keyword bids modified to maximize high quality traffic

– Recommendations made to improve landing page performance

– Competitor campaigns reviewed to identify keywords, ad and landing pages opportunities

– Monthly statistics and account changes report sent

– Phone call tracking and recording for analytics purposes

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