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Contract of Agreement Cataluna

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CONTRACT OF AGREEMENT

Social Media Advertising for ARLENE CATALUNA

This agreement is made as of the 15th of April 2024 between

Arlene Cataluna
(hereinafter “Client”)

and

Mark Dave Pialago


Facebook Ads Manager
(hereinafter “Service Provider)

Services
Service provider agrees to perform services as described in Scope of Services and Client agrees
to Service Provider as described in Billing Period.

In witness whereof, the parties have executed this agreement as of the dates below (the
“Effective Date”).

Start Date:
End Date:

Scope of Services
 Market Research to identify the target audience.
 Writing a compelling Ad Copy for the Ads
 Creation/enh ancement of the materials to be used for the Facebook ads
campaign (Multiple Objective Campaign)
 Ads set-up and tracking
 Retargeting and Look-Alikes
 Testing different ads variation and angles to determine the best
performing ads A/B Testing
 Results Monitoring and ads improvement
 Reporting of results of Facebook Campaigns

Not Included in Scope of Services


 Follow up on leads generated
 Nurturing or leads generated
 Setting up appointments of leads

Investment:
PHP 12,000 for 1 month only

 Ads budget minimum of 200 per campaign for 30 days

The contract will be reviewed after one (1) month of service fee for any modification by the
Service Provider and the Client. Should the client want to continue with the services of the
Service Provider.

Billing Reports
The Service provider will provide a weekly report of the charges of the Ads. This Report is
generated through Facebook Ads Manager and will be included in the email sent to the client
together with the ads reporting
Goal Setting
Target: At least 4 closed per month through Facebook Ads

Terms and Condition


The best work comes out of great relationships. Honesty, respect, and gratitude are the keys to
a great relationship and therefore we have an interest in treating each other with these values
at all times. As much as legal documents are important, what truly binds us is our drive to do
great work with great people and to develop a relationship of mutual respect and trust.

⛔Non-Guarantee Disclosure:

We are not guaranteeing any specific sales or performance results on all of our campaigns for
the duration of your contract term as our list of solutions and services are only part of your
entire company’s and/or organization’s marketing and sales structure.

⛔Non-Magic Disclosure

As an advertiser, we do not wizardry, magic, overnight results, or get-rich quick schemes with
our marketing efforts and campaigns.

⛔ Non-Committed Disclosure

We need at least a minimum of 3 months’ commitment to consistent and continuous ad


spending for data analysis, projections, and planning. Implementing our strategies for 1 month
only or less will not yield overall picture of the entire performance potential and results of our
advertising efforts.

Acceptances
The undersigned representative of the client has the authority to enter into this agreement on
behalf of the client. Client agrees to cooperate and to provide Service Provider with everything
needed to complete the Services as, when, and in the format requested by Service Provider.

Service Provider has the experience and ability to do everything the Service Provider agreed to
for client and will do it all in a professional and timely manner. Service Provider will endeavor to
meet every deadline that’s set and to meet the expectation for Services to the best of its
abilities.

Warranty
Service Provider warrants that: (i) the services will be performed in a professional and
workmanlike manner and that none of such services or any part of this agreement is or will be
inconsistent with any obligation Service Provider may have to others, (ii) none of the services or
inventions or any development, use production, distribution or exploitation thereof will infringe,
misappropriate or violate any intellectual property or other rights of any person or entity
(including without limitation, Service Provider); (iii)Service Provider has the full right to provide
client with the assignments and rights provided for herein; (iv) Service Provider shall comply
with all applicable laws in the course of performing the services.

AS SET FORTH HEREIN, ALL DELIVERED ON AN “AS-IS” BASIS

Confidentiality & Non-Disclosure


In the strictest confidence, each party shall maintain all Confidential information (as defined in
the next sentence) of the party. “Confidential information” means all (i) nonpublic information
(at the time of disclosure) by one party to the other party under this Agreement, provided such
information is marked on indicated by the disclosing party to be confidential; (ii) and any
information which ought reasonably to be considered confidential with regard to the
circumstances surrounding disclosure, whether or not maintain the confidentially of such
Confidential information.
In the event a party is required to disclose Confidential information pursuant to a judicial or
other government order, such party shall, to the maximum extent permitted by law or opinion
of counsel, provide the other party with prompt notice prior to any disclosure so that the party
or its client may seek other legal remedies to maintain the confidentiality of such Confidential
Information.
Each party receiving Confidential Information shall be responsible for any breach of this
provision that is caused by any its employees, affiliates, representatives, or agents and such
party agrees to indemnify and hold harmless the other party from and against any liabilities,
claims, damages, losses, cost, and expenses resulting, directly or indirectly, from any breach by
a party, or any its employees or independent contractors, of any provision of thus agreement.
The obligation of this Section shall survive termination of this Agreement for a period of 1
Month.
Ownership and Licenses
The Client agrees that the Services Provider will run the ads under his account to avoid any
sudden changes to the advertisement campaign. After which this agreement has ended the
service provider will keep all the records of the campaign/deliverables made during the
campaign period. The Service Provider have the right to ownership of the deliverable made for
the duration of this contract.

Non-Solicit
Service Provider agrees that during the period in which it is providing Services and for one
month thereafter, Services Provider will not encourage or solicit any employee, vendor, client,
or a contractor of client to leave Client for any reason.

Non-Compete
Service Provider agrees that during the period in which it providing Services and for a period of
1 month following termination of the services or expiration of this agreement, Service Provider
will not engage in any activities that are directly and substantially competitive with the current
business of client, which includes and are limited to a creative service-based business.

Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-
venture, agency, or employment relationship between Service Provider and client. Both Parties
agree that Service Provider is, and at all this Agreement shall remain, an independent
contractor.

Term & Termination


Either Party may terminate this Agreement at any time, with or without cause, upon 7 days
written notice.
Either Party also may at any time terminate the Agreement immediately if: (i) the other party
commits a breach of this Agreement and such party does not cure a breach within 5 days of
written notice from the non-breaching party of such breach.
If this Agreement is terminated by client without cause, Client agrees to pay Service Provider
any and all sums which are due and for: (i) services provided as of the date of termination; and
(ii) expense already incurred, including those from documented non-cancelable commitments.
Service Provider agrees to use the best efforts to minimize such cost and expenses,
Termination for any reason shall not affect the rights granted to client by Service Provider
hereunder. Upon termination, the Client shall pay the to the Service Provider all undisputed
amounts due and payable. If upon termination Client has not paid undisputed fees owed for the
material, deliverables, or Services provided by Service Provider as of the date of termination,
Client Provider has the right to dispose of or terminate any material created for the duration of
this agreement.

Cancellation Fee
If the Client terminates this Agreement earlier with 7 days’ notice, the service provider will not
charge a cancellation fee.

Payment Terms
The client understand is the importance of paying independent contractors in a timely manner
and wants to maintain a positive working relationship with the Service Provider to keep the
project moving forward.
Payment for each invoice delivered by Service Provider to Client are due within 0 days of
receipt. In case of overdue payments, the Service Provider reserves the right to stop work until
payment is received.

Late Payments
Payments not received by the due date will results in work cessation. Service Provider reserves
the right to refuse completion or delivery of work until past due balances are paid.

Expense Reimbursement
Client shall reimburse all expenses that are reasonable and that have been authorized in writing
by Client in advance; payable within 0 days of itemized invoice.

Feedback
The client will provide feedback and the Service Provider will revise the work accordingly.

Indemnification and Limitation of Liability


Service Provider agrees to indemnify, defend and hold harmless Client form any and all claims,
actions, damages, and liabilities (excluding without limitation, attorneys’ fees, costs, and
expenses) arising (i) through Service Provider’s gross negligence; (ii) out of any claim that the
materials or deliverables, or any portion thereof, in fact, infringes upon or violate any
proprietary rights of any third party, including but not limited to patent, copyright, and trade
secret rights; or (iii) from a breach or alleged breach of any of Service Provider’s
representations, warranties or agreements herein.
Client agrees to indemnify, defend and hold harmless Service Provider from any and all claims,
actions, damages, liabilities, costs, and expenses (including, without limitation, reasonable
attorneys’ fees) arising in any manner caused by Client’s (i) gross negligence; (iii) out of any
claim that Client provided content, or any portion thereof, in fact, infringes upon or violate any
proprietary rights of any third party or alleged breach of any Client’s representations, warranties
or agreements herein.

To the maximum intent allowable by law, Service Provider shall not be liable to the Client for any
incidental, consequential, indirect, special, punitive, or exemplary damages (including damages
for lost profit, loss of business, or the like) arising out of or relating to this agreement, Service
Provider’s performance hereunder or disruption of any of the foregoing even if Client has been
advised of the possibility of such damages and regardless of the cause of action, whether
sounding in contract, tort, breach of warranty or otherwise. To the maximum extent allowable
by law, Service Provider’s aggregate liability under this agreement shall in no event exceed the
compensation paid by the Client to the Service Provider under this agreement.

Right to Authorship Credit


Both Parties agree that when asked, the Client must properly identify the Service Provider as
the creator of the deliverables. The client does not have a proactive duty to display Service
Provider’s name together with the deliverables, but the client may not seek to mislead others
that the deliverables were created by anyone other than Service Provider.
Client herby agrees Service Provider may use the work product as part of Service Providers
portfolio and websites, galleries, and other media solely for the purpose of showcasing Service
Providers work but not for any other purpose.
The service provider will not publish any confidential or non-public work without the client’s
prior written consent.

Governing Law and Dispute Resolution


This Agreement and any dispute arising hereunder shall be governed by the laws of the
jurisdiction of the Service Provider’s primary business location (the “Service Provider’s
jurisdiction), without regard to the conflicts of law provisions thereof. For all purposes of this
Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the
Service Provider’s jurisdiction.
The failure or either party to enforce its rights under this agreement at any time for any period
shall not be construed as a waiver of such rights.

Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement
shall be deemed a breach of this Agreement or create any liability if such failure or omission
shall arise from any cause or causes beyond the reasonable control of such party which cannot
be overcome through that party reasonable diligence, e.g., strikes, riots, war, acts of terrorism,
acts of god, severe illness, invasion, fire, explosion, floods, and government pr governmental
agencies or instrumentalities.

Notices
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via mail
or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the
other Party’s designed representative. Each Party shall have an independent obligation to
provide an update, as necessary, the mail and e-mail address on file for such notices. Notices
sent by email shall be deemed effective once sent if no error or “bounce back” has been
received within twenty-four (24) hours od submission.
Appropriate Conduct
Client and Services Provider will seek to maintain a professional relationship that is free from
harassment of any kind and from any other offensive or disrespectful conduct. If at any time
during the term of this Agreement Service Provider believes the he/she has been subjected to
harassing behavior on the part of Client or Client’s staff, Service Provider will notify Client
immediately and demand that appropriate actions will be taken to correct the matter. In the
event that the reported behavior continues following Service Provider’s second notice, such
behavior will constitute a breach of this agreement and entitle Service Provider to terminate
this agreement in accordance with the Agreement’s Term and Termination Clause and be paid
full for the ordered project or for the planned monthly service hours, as applicable, without
limiting any other right or remedy available to Service Provider by law.

Miscellaneous
The section Agreement are for convenience only and will not be used in interpreting this
Agreement. Both parties have had the opportunity to review this Agreement and neither party
will be deemed the drafter of this Agreement for the purpose of interpreting any ambiguity in
this Agreement. The parties agree that this agreement may be signed by manual or facsimile
signatures and in counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument. In the event that any provision of this
Agreement will be determined to be illegal or unenforceable, that provision will be first revised
to give the maximum permissible effect to its original intent or, if such revision is not permitted,
that specific provision will be eliminated so that this Agreement will otherwise remain in full
force and effect and enforceable.
Entire Contract
This agreement, schedules or attachments, between the Parties, supersedes any
previous arrangements, oral or written, and may not be modified in any respect
except by a future written agreement signed by the both Parties

The Client

ARLENE CATALUNA
Client Signature Date

The Service Provider

MARK DAVE PIALAGO


Service Provider Signature Date

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