RECITALS:

A. The Principal carries on the business described in the Schedule (the “Business”) and has decided to appoint the Agent to act as a partnering white label agency representative for the purpose set out during the period set out in Part A of the Schedule (the “Term”) and on the terms contained in this White Label Agency Agreement.

B. The Agent has agreed to act as an agent of the Principal for the consideration on the terms set out in this Agreement for the following services:
• Website Development
• Social Media Marketing & Management
• Google Advertising / PPC
• Search Engine Optimisation
• Graphic Design
• Web & Email Hosting

C. The Agent and has entered into this white label agency agreement for the purpose of guaranteeing to the Principal the due and punctual performance by the Agent of this agreement and to provide his/her own undertakings and promises to the Principal.

THE PARTIES AGREE AS FOLLOWS:

1. APPOINTMENT OF AGENT AND RELATIONSHIP
1.1. The Principal hereby appoints the Agent for the Purpose during the Term to provide the white label services as set out in Part A of the Schedule (the “Services”) to the Principal with the express powers (the “Powers”) to so act as set out in Part A of the Schedule.
The Agent hereby accepts its appointment as exclusive agent of the Principal for the Purpose and to provide the white label services during the Term Part B in the schedule and acknowledges that its authority to act as Agent is limited to those Powers set out of the Schedule
1.2. This appointment does not create any relationship between the Principal and the Agent other than the agency relationship as created by this Agreement. In particular there is no joint venture or employment relationship between the Principal and the Agent.

2. REPRESENTATIONS BY THE AGENT
2.1. The Agent represents to the Principal that:
2.1.1. It is competent, experienced and has suitably qualified staff including the Director who are able to properly, lawfully and efficiently provide all the services as and when required during the term of the agreement;
2.1.2. It is able to act as the Principal’s agent for the purpose during the term;
2.1.3. The Powers are sufficient to enable the Agent to perform the Services and thereby achieve the Purpose; and

Part A – White Label Services Offerings
• Custom Website Development & Design
• Social Media Marketing & Management
• Google Advertising / PPC
• Search Engine Optimisation
• Graphic Design
• Web & Email Hosting

Part B – The Term of the White Label Agency Agreement
The initial white label agency agreement is valid for a minimum period of 12 months, after which it automatically turns into a month-to-month agree unless both parties wish to extend the agreement for a further set period.

Part C – Financial
• The Agency will raise its first invoice prior to this agreement activating.
• The Agency will raise a monthly invoice as agreed on or around the 20th of each Month during the term of this white label agencyagreement.
• The Principal has 5 days from the date of receipt of the abovementioned invoice to query any irregularities
• The Principle agrees to pay the above monthly invoices on or before the 5 day of the following month to ensure all services remain active.
• The Principle agrees to pay any once off invoices on receipt and no project will be undertaken by the Agency until such payment is received.
• Should the Principle require any alternations of the said monthly invoices 30 days’ notice must be given to the Agency.
• Failure to pay any outstanding invoices by the Principle will result in no service being rendered by the Agency

Part D – Cancellation
• The agreement may be cancelled by either party if so agreed with 30 days written notice.
• The agreement may not be cancelled during the initial agreement period set out in “Part B” unless agreed to by both parties

Part E – Non Disclosure
• In consideration of the disclosure of Proprietary Information by the Principle, the Agency hereby agrees:
(i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials),
(ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person,
(iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Principle, and
(iv) not to copy or reverse engineer any such Proprietary Information. The Agency shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement.

• Without granting any right or license, the Principle agrees that the foregoing shall not apply with respect to any information after two years following the disclosure thereof or any information that the Agency can document
(i) is or becomes (through no improper action or inaction by the Agency or any affiliate, agent, consultant or employee) generally available to the public, or
(ii) was in its possession or known by it prior to receipt from the Principle as evidenced in writing, except to the extent that such information was unlawfully appropriated, or
(iii) was rightfully disclosed to it by a third party, or
(iv) was independently developed without use of any Proprietary Information of the Principle. The Agency may make disclosures required by law or court order provided the Agency uses diligent reasonable efforts to limit disclosure and has allowed the Principle to seek a protective order.

• Immediately upon the written request by the Principle at any time, the Agency will return to the Principle all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

• The Agency understands that nothing herein
(i) requires the disclosure of any Proprietary Information or
(ii) requires the Disclosing Party to proceed with any transaction or relationship.

• The Agency further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Principle, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Agency or its advisers; it is responsible for making its own evaluation of such Proprietary Information.

• The failure of either party to enforce its rights under this White Label Agency Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this White Label Agency Agreement without the consent of the other Party. 

This White Label Agency Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

• This White Label Agency Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Principle is based in more than one country, the country in which its headquarters are located) (the Territory) and the parties agree to submit disputes arising out of or in connection with this White Label Agency Agreement to the non-exclusive of the courts in the Territory.