Search engine optimization (SEO)

Service Level Agreement

This Service Level Agreement is between NETEDGE COMPUTING SOLUTIONS LTD. and JEENEC TECHNOLOGIES having its registered office at (hereinafter referred to as “Client”).

WHEREAS

1. The Company is an online marketing agency providing Search Engine Marketing, E-mail Marketing, Affiliate Marketing, and Website Design and Development services to its client worldwide.
2. The client owns and controls the website XYZ and desires to do promote its site through SEO activities.
3. Both the client and the company came in contact with each other through GAC website at www.getacoder.com
4. The client has agreed to avail the SEO services of the company and the company has agreed to provide the same on the terms and conditions mentioned below:

NOW THEREFORE in consideration of the recitals, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Extent of Services:

SEO Service

• The company agrees to do Search Engine Optimization (SEO) service for the above mentioned website on the below mentioned keywords which is provided by the client to bring on the first page.

1^st Keyword: To be mentioned by client
2^nd Keyword: To be mentioned by client
3^rd Keyword: To be mentioned by client
4^th Keyword: To be mentioned by client
5^th Keyword: To be mentioned by client

2. Term:

Both the Client and Company hereby agrees that the Agreement shall be valid and effective from the date of execution until expiry of six (6) calendar months from the date of this agreement (“Term”).

3. Consideration:

Client will pay to company a total sum of US$ 550 per site per month for the services to be rendered by the Company. The amount as specified below shall be deposited in the GAC escrow account on or prior to the dates mentioned below and release the same on the following schedule on upfront basis per month, during the term of this agreement:

Months	NETEDGE COMPUTING SOLUTIONS LTD. Deliverables	GAC escrow and release date	Payment /Month(in US $)
Month 1	SEO	To be Discussed	$550/Site
Month 2	SEO	To be Discussed	$550/ Site
Month 3	SEO	To be Discussed	$550/ Site
Month 4	SEO	To be Discussed	$550/ Site
Month 5	SEO	To be Discussed	$550/Site
Month 6	SEO	To be Discussed	$550/Site

The client agrees to pay the consideration as detailed above on an upfront monthly basis given that the previous months

work is done and results are clear to see. If the work for a given month is not complete the client will hold payment for the

next month until the previous months work is completed and results for it are clear to see.

Company shall not be liable/responsible for any losses or damages suffered by the client due to non-delivery of the agreed services because of non-payment. The amount paid under the terms of the agreement is non-refundable under any circumstances. Client will ensure that Company gets proper and timely assistance/support to enable Company to deliver the services under this agreement.

4. Ownership of Artwork

Both parties understand that the images, logos, trademarks, keywords etc. ('creative content'), if any used for the purposes of the agreement shall be provided by the client, which shall be used by the company. Client shall have the full ownership of the creative content. It is the responsibility of the client to ensure that all creative content comply with all relevant legal requirements, codes of practice, do not infringe any intellectual property rights, do not contain any defamatory material and do not infringe or contravene the rights of any third person.

5. Intellectual Property Rights

Client warrants that it is the owner of or has the permission from the respective owners to use, the trademarks, copyright, images, logos, product specifications, etc., (hereinafter ‘Promotional Material’) of the various services that are subject of this agreement. Client authorizes the company to use such Promotional materials for the purposes of this agreement.

6. Liability:

Company shall not be liable for the keywords, contents, designs and other creative provided by the client. Company shall not be liable in any manner whatsoever for any content, proprietary rights, material etc. provided by the client and/or for any services including but not limited to any content, material, design etc. developed by Company on the instructions of the client. Company shall not be liable for any compliance related issues of the website of the client.

7. Indemnity

The client hereby expressly agrees to defend, at its own expense, and indemnify and hold harmless Company, and its affiliates, directors, officers, employees and agents from and against any liability, claims, suits, damages, and expenses asserted against or incurred, arising out of or relating the use and/or infringement of such images, trademarks and other intellectual property rights or promotional material, while doing its responsibilities/work under this Agreement or from the non-compliant websites, contents, material or any incorrect information given to Company by the Client or from any act/omission of the Client.

8. Warranty

Company disclaims all warranties in relation to the provisioning of services under this agreement not mentioned herein. Company will endeavor to but does not warrant that the services will achieve the intended result expected from the services.

9. Excused Performance

Neither Company nor Client shall be deemed to be in default of this Agreement or be liable for any delay or failure in performance resulting directly or indirectly from any act of God, civil or military authority, civil disturbance, war, strike, fire, earthquake or other cause beyond its control.

10. Disputes:

Both parties agree to and shall endeavor to resolve any query/dispute informally within seven days of the occurrence of such query/dispute. In the event of dispute not being resolved informally within seven days of reference, Parties may refer the dispute to the Courts of New Delhi as mentioned under “Law and Jurisdiction” clause below.

11. Suspension

In the event of any dispute both the parties reserve the right to suspend this Agreement till the resolution of the said dispute.

12. Termination:

12.1 Company can terminate this agreement during the term without any cause by giving seven (7) days prior written notice to the client.

12.2 Client can terminate this agreement during the term without any cause by giving thirty (30) days prior written notice to the Company.

12.3 Either party can terminate the agreement forthwith by giving a written notice to the other, if:

Ø The other party commits a material breach of the terms of this agreement;

Ø The other party fails to perform its obligations under the agreement;

Ø The other party becomes insolvent, or an administrator or receiver is appointed to manage its debts, or it makes an arrangement with its creditors to settle its debts;

Ø If the services are not provided under this agreement for a continuous period of 30 days due a Force Majeure event, including, an act of God, civil or military disturbance, war, strike, fire, earthquake or other cause beyond a party's control.

12.4 Effect of Termination

Upon termination of this agreement for any reason whatsoever

• any outstanding payments under this agreement to Company for the provision of the Services will become immediately due and payable; and
• Each Party shall remain liable for its respective obligations that accrued prior to the date of such termination.
• Company shall provide the agreed services to the client for that particular month for which the payment has already been received by the company.

13. Non- Exclusivity

This Agreement is non-exclusive and does not, (a) prohibit either party from entering into similar or different services with any other Party; or (b) prohibit either party from itself independently providing, developing, or otherwise acquiring identical, similar or different products, services and technologies.

14. General:

14.1 Each party shall only be entitled to assign the benefit of this Agreement with the written consent of the other (such consent not to be unreasonably delayed or withheld).

14.2 Each party hereto undertakes to the other that it shall keep, and shall procure that its directors and employees shall keep secret and confidential and shall not use or disclose to any other person any information or material of a technical or business nature relating in any manner to the business, products or services of the other party which the first party may receive or obtain in connection with or incidental to performance of this Agreement (Confidential Information). Any proprietary information disclosed by one party to the other will remain the property of the disclosing party.

14.3 Nothing in this Agreement shall be construed as constituting a partnership or joint venture between the parties.

14.4 Both the parties understand and agree that they can disclose about their business relationship in press releases, blogs, articles etc.

14.5 NetEdge Computing will require the PAN, TAN and Registration number of the client company as well.

15. Law and Jurisdiction

This agreement complies with appropriate India legislation. The Laws of India shall govern this agreement at all times. Both the parties are bound to the jurisdiction of the Indian Courts for the settlement of any disputes or claims that arise in connection with this agreement

In witness whereof, the parties have executed this Agreement.

Service Provider:	Client:
NETEDGE COMPUTING SOLUTIONS LTD. represented by:	JEENEC TECHNOLOGIES represented by:
Name 1	Name 2
Designation	Designation
Signature:	Signature:
Date:	Date: