WEB MARKETING CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), dated as of the Effective Date, is entered into by and between Customer and Confidence Communication Pte. Ltd., 16 Raffles Quay #27-04 Hong Leong Building Singapore 048581 (“Consultant,” both parties are referred to collectively as “Parties” and individually as a “Party”).

Customer wishes to engage Consultant’s services, and Consultant wishes to accept such engagement;

NOW, THEREFORE, in consideration of the above recitals and the mutual promises, covenants, and conditions set forth below, the Parties hereto agree as follows:

Article 1 (Definitions)

(a) “Web Marketing” refers to the strategic planning, execution, and management of online marketing activities aimed at promoting products, services, or brands through various digital channels and platforms.
(b) “Website” refers to the collection of web pages, digital content, multimedia elements, and interactive features that constitute the online presence of an entity or business.
(c) “LP” stands for “Landing Page,” which is a standalone web page designed for a specific marketing campaign or purpose, often used to capture user information or drive a particular action.
(d) “MEO” stands for “My Business Optimization,” specifically referring to the optimization and enhancement efforts made within Google My Business, a platform for businesses to manage their online presence.
(e) “SEO” stands for “Search Engine Optimization,” encompassing strategies and techniques to improve a website’s visibility and ranking on search engine results pages.
(f) “SNS” stands for “Social Networking Service,” indicating online platforms where users connect, interact, and share content with others, such as social media networks. Examples include Instagram, Facebook, X (formerly Twitter), and Tiktok.
(g) “Video Editing” involves the manipulation and arrangement of video footage, audio elements, and visual effects to create a coherent and engaging video presentation.
(h) “Web Advertising” pertains to the planning, creation, and management of online advertisements that are displayed on websites or other digital platforms to reach a target audience. Examples include Google listing ads, social networking ads, and video ads such as Youtube and Tiktok.
(i) “SNS Image Editing” refers to the process of editing and enhancing images specifically intended for use on social media platforms, ensuring they are visually appealing and optimized for the chosen medium.

Article 2 (Services / Contents of Business)

The Parties hereby confirm their agreement on the specific services outlined as follows by marking the checkboxes corresponding to each service. The agreed-upon services shall be provided in accordance with the terms of this Agreement (“Services”). Consultant shall determine the method, details, and means of performing the Services, and may engage, in its sole discretion, such employees or subcontractors as it reasonably deems necessary to perform the Services. Nothing in this Agreement shall be construed as preventing Consultant from performing the same or similar services for any other customer.

Service Checklist:
Please mark the checkboxes below to indicate the agreed-upon services:
Service 1: Comprehensive Web Marketing Strategy Consulting
This includes research, analysis, presentation of action plans, prioritization, coordination of necessary vendors, and direction.
Service 2: New Creation and Enhancement Initiatives on MEO
This covers strategies to improve rankings, increase responsiveness, operational guidance, and support in creative content creation.
Service 3: Website and Landing Page Development and Maintenance
This service involves the creation, maintenance, and operation of websites and landing pages.
Service 4: SEO Analysis, Strategy, Content Creation, and Technical SEO
This includes analysis and strategic planning for SEO, content creation, and implementation of technical SEO measures.
Service 5: Video Editing (for YouTube, TikTok, Instagram, etc.)
This service encompasses video editing tailored for various platforms.
Service 6: Web Advertising Management
This service involves managing web advertisements, including ad submissions and creative content creation.
Service 7: Delegated Creation of Social Media Content (Images, Texts, etc.)
This service covers the creation of content for social media postings.

The undersigned parties acknowledge and accept that by checking the above checkboxes, they enter into a binding agreement to provide and receive the services as described.

Scope of Services
The selected services, as indicated by the marked checkboxes, encompass the agreed-upon scope of work for the consulting engagement. Both parties understand and accept their respective responsibilities in fulfilling the specified services.

Article 3 (Customer Obligations)

Customer shall: (a) provide to Consultant, in a timely manner, such assistance as may be reasonably requested by Consultant in order to enable Consultant to perform Services; (b) provide to Consultant and its personnel access to Customer’s premises as may be required to enable Consultant to perform Services; and (c) hold and maintain all licenses, consents, authorizations, and registrations necessary for it to lawfully receive Services.

Article 4 (Fees and Expenses)

(a) Fees. As consideration for the performance of Services, Customer shall pay Consultant fees on a time and materials basis, determined in accordance with Consultant’s monthly rate as set forth in Exhibit A on a fixed-fee basis, as set forth in Exhibit A.
(b) Expenses. Customer shall reimburse all actual, documented, and reasonable expenses incidental to the performance of Services.
(c) Invoices. Consultant shall submit invoices to Customer monthly for fees payable for Services performed on a time and material basis in the previous month as soon as reasonably practicable after any fixed-fees become due as set forth in Exhibit A. Each invoice shall include a breakdown of expenses subject to reimbursement in accordance with this Agreement.
(d) Deadline for Payment. Customer shall pay all invoiced amounts to Consultant in full within thirty (30) days after receipt of each invoice.
(e) Late Payment Interest. Any payments made after the applicable due dates shall bear interest for each day late at the rate of eighteen percent (18%) per annum, compounded monthly, or at the maximum rate allowed by law if said maximum amount is less.
(f) No Set-Offs. Customer’s obligation to make the payments provided for in this Agreement shall not be affected by any circumstances, including, any set-off, counterclaim, recoupment, defense, or other right which Customer may have against Consultant.
(g) Sales and Use Taxes. All fees for Services shall be exclusive of taxes such as sales tax, use tax, withholding tax, duties, charges, and any other taxes or levies imposed by any relevant government authority. Customer shall solely bear and be responsible for the payment of the aforementioned taxes and levies.

Article 5 (Subcontract)

The Consultant may, at its own responsibility, subcontract all or part of the Services to a third party without the Company’s consent.

Article 6 (Proprietary Rights)

(a) Title to Intellectual Property. Consultant shall retain title to and ownership of all intellectual property rights, including copyrights, trademarks, service marks, trade, and corporate names, logos, trade secrets rights, patents, patent disclosures, inventions (whether patentable or not patentable), derivative works, and all of the goodwill associated with the foregoing (collectively “Intellectual Property Rights”) in and to any work product or any other materials prepared by or on behalf of Consultant in the course of performing Services or that is delivered to Customer in accordance with the terms of this Agreement (collectively “Deliverables”). Nothing in this Agreement shall effect a transfer of Consultant’s Intellectual Property Rights from Consultant to Customer, or otherwise be construed to confer any license to Customer under such Intellectual Property Rights, except as expressly set forth in this Agreement.
(b) License to Intellectual Property Rights. Consultant hereby grants Customer a non-exclusive, non-sublicensable, non-transferable, perpetual, worldwide, royalty-free, license to use all Intellectual Property Rights contained within any Deliverables or Services, solely to the extent necessary to enable Customer to make reasonable use of such Deliverables or Services.

Article 7 (Division of Roles)

1. Both the Company and the Service Provider recognize the importance of the Service Provider’s provision of its technology and knowledge related to website production and the early and clear specification by the Company for the smooth and appropriate execution of this Services, and that joint work by both the Company and the Service Provider and their respective assigned work are required, and the Company and the Service Provider shall perform in good faith the joint work by both the Company and the Provider as well as their respective assigned work, and cooperate with the other party in good faith in the implementation of the work assigned to the other party.
2. If the Company and the Service Provider delay or fail to perform the joint Services and their respective Services, the Company and the Service Provider shall be liable to the other party for such delay or failure, including compensation for any damage incurred by the other party as a result thereof.

Article 8 (Confidential Information)

(a) Definition. For the purpose of this Agreement, “Confidential Information” means all confidential, proprietary, or non-public information, including business plans, customer lists, trade secrets, and other sensitive information, disclosed on or after the Effective Date by or on behalf of either Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) or its affiliates, directors, officers, employees, contractors, attorneys, accountants, and other advisors (collectively “Representatives”). Notwithstanding the foregoing, Confidential Information does not include information that:
(i) is or becomes generally available to and known by the public by a means other than as a result of any direct or indirect breach of this Section 5 by or on behalf of the Receiving Party or any of its Representatives; or
(ii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or any of its Representatives, so long as that source is not bound by a legal, contractual, or fiduciary obligation of confidentiality to the Disclosing Party.
(b) Use and Nondisclosure of Confidential Information. The Receiving Party and its Representatives shall:
(i) use Confidential Information solely as necessary to enable the Receiving Party to perform its obligations under this Agreement or, in the event Customer is the Receiving Party, to the extent reasonably necessary to allow Customer to make use of Services;
(ii) safeguard the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care; and
(c) subject to Section 5(d), disclose Confidential Information only to Representatives of the Receiving Party to whom disclosure is needed in order to assist the Receiving Party to perform its obligations under this Agreement, provided, however, that any such Representatives are first: (1) advised of the confidential and proprietary nature of such Confidential Information, and (2) bound by confidentiality obligations in regard to such Confidential Information that are no less restrictive than the terms and conditions of this Section 5.
(d) Responsibility for Acts of Representatives. The Receiving Party shall be responsible for the acts and omissions of its Representatives under this Section 5 as if such acts and omissions were performed (or not performed) by the Receiving Party.
(e) Mandatory Disclosures. If the Receiving Party or any of its Representatives is required by a valid legal order from any governmental, regulatory, or supervisory authority to disclose any Confidential Information belonging to the Disclosing Party, the Receiving Party is required to: (i) take any and all commercially reasonable steps to protect, preserve, and maintain the confidentiality and privileged nature of the Confidential Information belonging to the Disclosing Party, including requesting to the relevant governmental, regulatory, or supervisory authority that such Confidential Information not be disclosed to non-parties to this Agreement or to the public; (ii) provide the Disclosing Party prompt prior written notice of the Receiving Party’s requirement to disclose Confidential Information to the governmental, regulatory, or supervisory authority so that the Disclosing Party gains an opportunity to request an appropriate protective order or other remedy; and (iii) cooperate and coordinate with the Disclosing Party to obtain the aforementioned protective order or other remedy. In case event that the Receiving Party or its Representatives remain required by law to disclose such Confidential Information after providing the relevant notice and assistance to the Disclosing Party, the Receiving Party or its Representatives will only be permitted to disclose the portion or sections of the Confidential Information which, on the advice of the Receiving Party’s legal counsel, the Receiving Party or its Representatives is legally required to disclose. On the Disclosing Party request, the Receiving Party shall be required to use commercially reasonable efforts to obtain assurances that the disclosed Confidential Information be afforded confidential treatment by the relevant governmental, regulatory, or supervisory authority.
(f) Return or Destruction of Confidential Information. Upon the request of the Disclosing Party, the Receiving Party and its Representatives are required promptly, and no later than [ten (10) business days] after receiving the relevant request or notice, to destroy or return (at the Disclosing Party’s option) all Confidential Information of the Disclosing Party that it retained, and no copy or such extract (including electronic or digital copies or data) shall be retained, except that the Receiving Party and its Representatives are permitted to retain Confidential Information: (i) retained electronically in archive or backup systems in accordance with general systems archiving or backup policies; and (ii) as required by any applicable law, regulation, or other legal process. All relevant Confidential Information retained in accordance with this Section 5(e) shall remain subject to Section 5(a).
(g) Equitable Remedies. The Parties agree monetary damages would not be a sufficient remedy for a breach or a threatened breach of this Section 5. Both Parties agree that, in addition to other remedies available to the Party, as a remedy for a breach or threatened breach of Section 5, the Disclosing Party shall be entitled to specific performance and injunctive or other forms of equitable relief without the need to post bond or other security. The Disclosing Party will not be required to prove any damages relating to such breach or threatened breach to receive the aforementioned specific performance and injunctive or other equitable relief.
(h) Independent Development. The terms of this Agreement shall not be construed to limit or restrict Consultant’s right to independently develop or acquire products or perform services without the use of any of Customer’s Confidential Information.

Article 9 (Representations and Warranties)

(a) Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party:
(i) the representative executing this Agreement on behalf of the Party is duly authorized by all necessary corporate or organizational actions of the Party to bind it to the terms of the Agreement;
(ii) this Agreement shall constitute a legal, valid, and binding obligation that is enforceable upon the Party in accordance with the Agreement’s terms; and
(iii) the execution, delivery, and performance of this Agreement by the Party does not conflict with any prior or current agreement, instrument, or understanding (oral or written), nor does execution, delivery, and performance of this Agreement violate any law or regulation of any court, governmental body, or administrative or other agency in the relevant jurisdictions.
(b) Consultant’s Representation and Warranty. Consultant represents and warrants to Customer that it shall perform Services in a professional and workmanlike manner in accordance with commercially reasonable industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement; provided, however, that such representation and warranty shall not apply to Services or Deliverables used or received by Customer (i) in violation of this Agreement, (ii) that were developed, produced or prepared by Consultant pursuant to instructions, requirements or specifications provided by Customer, and (iii) that were modified by anyone other than Consultant after delivery by Consultant.
(c) Breach of Consultant’s Representation and Warranty. In the event Customer discovers that Consultant has breached Section 6(b), Customer shall, within ten (10) days of the date of such discovery, deliver to Consultant written notice of such defective Services. Provided Customer has timely delivered to Consultant written notice of defective Services, Consultant shall, at its sole discretion:
(i) re-perform the defective Services; or
(ii) refund the fees, pro rata, for the defective Services.

Article 10 (Disclaimers and Limitation of Liability)

1. Limited Warranty. CONSULTANT’S SOLE AND ONLY LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY BREACH OF THE WARRANTY SET FORTH IN SECTION 8(b) IS SET FORTH IN SECTION 8(c). THE WARRANTY SET FORTH IN SECTION 8(b) IS INTENDED SOLELY FOR THE BENEFIT OF CUSTOMER. ALL CLAIMS MADE FOR A BREACH OF SECTION 8(b) WILL BE MADE BY CUSTOMER AND MAY NOT BE MADE BY CUSTOMER’S OWN CUSTOMERS OR ANY THIRD PARTIES.
2. Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8, CONSULTANT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, DUTIES, CONDITIONS, OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SERVICES AND ANY DELIVERABLES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR OTHER WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE, OR INDUSTRY STANDARDS. THIS DISCLAIMER WILL APPLY EVEN IF THE WARRANTIES SET FORTH IN SECTION 8 FAIL OF THEIR ESSENTIAL PURPOSE.
3. Limitations for Certain Breaches. IN NO EVENT WILL CONSULTANT HAVE ANY LIABILITY FOR: (i) ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) LOSS OF PROFITS, REVENUE, GOODWILL, OR REPUTATION; OR (iii) DAMAGES RESULTING FROM FORCE MAJEURE (IN EACH CASE, REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). THE LIMITATIONS ON LIABILITY IN THIS SECTION 9(c) WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW TO ANY DAMAGES OR OTHER LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), INDEMNIFICATION, RECOURSE, STATUTE, OR OTHERWISE, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR ANY SUCH DAMAGES OR LOSSES WERE FORESEEABLE, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE.
4. Maximum Liability. CONSULTANT’S TOTAL AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION, DIRECTLY OR INDIRECTLY, WITH THIS AGREEMENT, SHALL NOT EXCEED IN ANY MANNER WHATSOEVER THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CONSULTANT IN THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE RELEVANT CLAIM.

Article 11 (Term and Termination)

(a) Term. Unless terminated earlier in accordance with this Section, the term of this Agreement shall commence on the Effective Date and continue for a period of one (1) year. The term of this Agreement shall automatically renew for additional renewal terms of one (1) year each unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then applicable term.
(b) Termination by Consultant. Consultant may terminate this Agreement, immediately, upon written notice to Customer in the event Customer fails to pay any invoices due hereunder within sixty (60) days of receipt.
(c) Termination by Either Party. Either Party may terminate this Agreement, immediately, upon written notice to the other Party in each of the following circumstances:
(i) the other Party’s failure to comply with any of the material provisions of this Agreement, which failure is not remedied during the ninety (90) days (or other extended period as may be agreed to by the Parties) following written notice to the other Party of such failure;
(ii) the commencement by or against the other Party for insolvency, receivership, or bankruptcy proceedings or any other similar proceedings for the settlement of the other Party’s debts;
(iii) the other Party’s making an assignment for the benefit of creditors; or
(iv) the other Party’s dissolution or ceasing to conduct business.
(d) Effects of Termination or Expiration.
(i) Consultant Obligations. In the event of the termination or expiration of this Agreement, Consultant shall: (1) deliver to Customer all Deliverables, whether complete or not, for which Customer has paid, including in accordance with Section 10(d)(ii); (2) remove any of its property or machinery located at Customer’s premises; and (3) repay to Customer, on a pro-rata basis, all fees and expenses paid in advance in respect to any Services not yet performed as of the date of termination or expiration.
(ii) Customer Obligations. In the event of the termination or expiration of this Agreement, Customer shall pay Consultant for all Services performed as of the date of such termination or expiration.
(e) Survival. The provisions of [Section 6, Section 7, Section 8, Section 9, Section 10(d), Section 10(e), Section 11, and any other provisions which by their nature are intended to survive the termination or expiration of this Agreement, shall continue as valid and enforceable obligations of the Parties notwithstanding any such termination or expiration.

Article 12 (Indemnification)

Indemnification. Customer hereby agrees to indemnify, defend, and hold harmless Consultant and its Representatives, successors, and assigns from and against any amounts paid to third parties for any and all claims, suits, actions, liabilities, damages, judgments, costs, and expenses of whatever kind (including, but not limited to, reasonable attorneys’ fees) of any nature resulting from or arising out of any negligent, criminal, or fraudulent action or omission, or willful misconduct, by Customer or its Representatives, successors, and assigns.

Article 13 (Effects of Force Majeure)

Neither Party shall be considered to be in breach of this Agreement, or otherwise be held liable or responsible, for failure or delay in performing or fulfilling any of its obligations established in this Agreement if such delay is due to any conditions, occurrences, or circumstances beyond the reasonable control of the affected Party, including, but not limited to, Acts of God, strikes or other labor disputes, war, riot, earthquake, tornado, hurricane, fire, civil disorder, explosion, accident, flood, epidemic or pandemic, sabotage, lack of or inability to obtain adequate fuel, power, materials, labor, containers, transportation, supplies or equipment, breakage or failure of machinery or apparatus, national defense requirements, or supplier strike, lockout, or injunction.

Article 14 (Miscellaneous)

(a) Notices. Any notices and other communications given or made pursuant and in relation to this Agreement shall be in writing and shall be deemed to have been effectively delivered upon actual receipt by the other Party or: (i) personal delivery to the Party to be notified; (ii) the moment it is sent, if sent by electronic mail or facsimile during the recipient’s determined normal business hours, and if sent outside of those hours then the notice or communication will be deemed to have been received on the recipient’s next business day; (iii) [five (5)] days after having sent the notice or communication via registered or certified mail, with return receipt requested, postage prepaid; or (iv) [one (1)] business day after the business day of deposit with a nationally recognized overnight courier, with freight prepaid, specifying next day delivery, with written verification of receipt. Such notices or communications must be sent to the respective Parties to the designated addresses set forth in this Section 13(a) (or to any other address that the Parties may designate in accordance with the rules of Section 13(a)):

(b) Entire Agreement. The Parties hereby agree that this Agreement and all exhibits constitutes the complete and entire agreement between the Parties regarding the subject matter of this Agreement, and that it supersedes any and all prior agreements, understandings, and representations, whether oral or written, between the Parties regarding the subject matter of this Agreement.

(c) Assignment. Whether in part or in whole, Customer may not assign, delegate, transfer, pledge, or make other disposition of Customer’s rights, benefits, entitlements, duties, obligations, performances, or liabilities established under this Agreement without first receiving Customer’s written consent, which shall not be unreasonably withheld. Whether in part or in whole, Consultant is permitted to assign, delegate, transfer, pledge, or make other disposition of Consultant’s rights, benefits, entitlements, duties, obligations, performances, or liabilities established under this Agreement without Customer’s consent.

(d) Inurement. This Agreement is intended to inure solely to the benefit of the Parties and their respective permitted successors and assigns. This Agreement shall not be for the benefit of and nor may it be enforced, whether in part or in whole, by any other Person.

(e) Third Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties and their respective permitted successors and assigns. This Agreement shall not be for the benefit of and nor may it be enforced, whether in part or in whole, by any other Person.

(f) Amendment. No amendment of any provision of this Agreement shall be effective except by means of a written
instrument, which specifically refers to the particular provision or provisions being amended and is validly executed on behalf of both the Parties by their authorized representatives.

(g) No Waiver. No failure or delay on the part of either Party in asserting any right, power, or privilege under this Agreement, unless specifically established otherwise in the relevant section, will constitute as a waiver of thereof, and single or partial exercise of any right, power, or privilege shall not preclude the Party from exercising those or other rights, powers, or privileges in the future.

(h) Severability. If any provision of this Agreement, whether in whole or in part, is held void, illegal, unenforceable, or otherwise invalid under the applicable law or court, such invalidity will not affect the meaning, validity, and continuation of any other remaining valid provisions that can be given effect without the invalid provision and the invalid provision itself will only be ineffective to the extent of the invalidity, illegality, or unenforceability.

(i) Construction. Each Party acknowledges and agrees that both parties have jointly negotiated and drafted this Agreement. In the case of any disagreement, ambiguity, or question regarding the intent or interpretation of the Agreement, the Agreement shall be construed as if it was drafted jointly by the Parties and no presumption or burden of proof favoring or disfavoring one Party will be assigned by virtue of the authorship of any provisions of this Agreement. All instances of the usage of the word “include” (or any other tense or variation of the word) in this Agreement shall be deemed to be followed by the phrase “without limitation”. Unless otherwise indicated, when the terms “Section” or “Exhibit” are used in this Agreement they shall be in reference to a Section or Exhibit of this Agreement. The usage of the words “hereof,” “hereunder,” and words of similar import or variation in this Agreement shall be in reference to this Agreement as a whole and not to any particular or specific provision of this Agreement. The usage of the phrase “to the extent” in this Agreement shall mean the degree of measure to which a subject or other relevant item extends to and does merely not mean “if” or “in the event that.”

(j) Headings. All headings and section labels in this Agreement exist solely for convenience and shall not limit, expand, or otherwise alter the meaning or interpretation of the Agreement.

(k) Governing Law. The Parties agree that this Agreement will be governed by and construed under the internal laws of the State of California, as applicable to agreements made and to be performed in such state, without giving effect to any choice or conflict of law provisions or rules that would result in the application of the laws of any jurisdiction other than the laws of the State of California.

(l) Jurisdiction. In any and all matters relating to this Agreement, the Parties agree to be subject to the exclusive jurisdiction of the state and federal courts in [insert county name] County, California. Each Party hereby irrevocably and unconditionally agrees to submit to the personal and exclusive jurisdiction and venue of the aforementioned courts and to waive any and all rights to the doctrine of forum non conveniens. Each Party also agrees that process may be served in any manner permitted by the laws and rules of civil procedure of the State of California.

(m) Relationship of the Parties. The Parties agree that each Party is an independent contractor in relation to the other Party and that the Agreement will not and does not establish a relationship of partners, joint venturers, or of principal and agent between the Parties. Neither Party shall gain any right, express or implied, or any authority through this Agreement to assume or create any obligations for or on behalf of the other Party, nor shall they gain any right, express or implied, or any authority to bind the other Party to any contract, agreement, or undertaking with any third party.

(n) Language. Correspondence, amendments, notices, and other written documents in relation with this Agreement shall all be written in English.

(o) Counterparts. This Agreement may be executed in counterparts, each of which shall be considered an original,
and all of which, together, shall constitute one instrument. In addition, a signed copy delivered by facsimile or electronic transmission shall have the same legal effect as delivery of an original signed copy.

EXHIBIT A

Services and Fees
Specify:
1. Services and Deliverables (including specifications)
2. Milestones and payment installment schedules, if any
3. Fees, time, and material basis or fixed-fee basis

Services and Deliverables
Milestones
Fees, time

1.1 Service 1: Comprehensive Web Marketing Strategy Consulting
1.1.1 Services and Deliverables
1.1.1.1 Research, analysis and strategy development for all aspects of web marketing
1.1.1.2 Proposal of plans for implementation of Web marketing
1.1.1.3 Securing the human resources necessary for Web marketing
1.1.1.4 Project management for implementation of Web marketing
1.1.2 Milestones
1.1.2.1 1st month: Initial survey and analysis
1.1.2.2 2nd month: Strategic planning and implementation plan development
1.1.2.3 3rd month: Formation of implementation web team
1.1.2.4 4th month: Measure implementation
1.1.2.5 Thereafter, monitoring, improvement planning, and implementation are repeated.
1.1.3 Fees, time
1.1.3.1 Initial survey fee: S$15,000
1.1.3.2 Monthly fee: S$15,000
1.1.3.3 However, it varies depending on the scope of the measures and the size of the company.
1.2 Service 2: New Creation and Enhancement Initiatives on MEO
1.2.1 Services and Deliverables
1.2.1.1 MEO research, analysis, and strategic planning
1.2.1.2 MEO Registration
1.2.1.3 Measures to improve MEO rankings
1.2.1.4 MEO monitoring and reporting
1.2.2 Milestones
1.2.2.1 Initial 1 month: Hearing of store information and establishment of new MEO
1.2.2.2 2nd month onward: Monthly reports and implementation of measures to improve rankings (if urgent, Consultant will contact Client immediately).
1.2.3 Fees, time
1.2.3.1 Initial setup fee: S$1,500
1.2.3.2 Monthly fee: S$500 per month x number of stores
1.3 Service 3: Website and Landing Page Development and Maintenance
1.3.1 Services and Deliverables
1.3.1.1 Requirement Definition
1.3.1.2 Research & Analysis
1.3.1.3 Production team direction
1.3.1.4 Wireframe Creation
1.3.1.5 UI/UX design creation
1.3.1.6 Server Construction
1.3.1.7 Coding
1.3.1.8 Site release
1.3.2 Milestones
1.3.2.1 To be agreed upon separately, as it varies depending on the strategy and the way the site is created.
1.3.2.1.1 1st month: Hearing and requirement definition
1.3.2.1.2 2nd month: Research, analysis, and collection of materials
1.3.2.1.3 3rd month: Specification proposal and wireframes
1.3.2.1.4 4th month: UI/UX design, server construction
1.3.2.1.5 5th month: Coding
1.3.2.1.6 6th month: Testing
1.3.2.1.7 7th month: Release
1.3.3 Fees, time
1.3.3.1 To be agreed upon separately, as it varies depending on the strategy and the way the site is created.
1.4 Service 4: SEO Analysis, Strategy, Content Creation, and Technical SEO
1.4.1 Services and Deliverables
1.4.1.1 SEO Strategy Development
1.4.1.2 Technical SEO (site improvement, etc.)
1.4.1.3 Content SEO (article creation, etc.)
1.4.2 Milestones
1.4.2.1 To be agreed separately, as it varies depending on the strategy and budget.
1.4.2.2
1.4.2.3 1st month: Hearing and strategy development
1.4.2.4 2nd month: Implementation planning and simulation
1.4.2.5 3rd~6th month: Site creation / Article creation
1.4.2.6 7th month: Effectiveness measurement and improvement measures
1.4.3 Fees, time
1.5 Service 5: Video Editing (for YouTube, TikTok, Instagram, etc.)
1.5.1 Services and Deliverables
1.5.1.1 Video Editing
1.5.1.2 Video Shooting
1.5.1.3 Video image material collection
1.5.2 Milestones
1.5.2.1 To be agreed separately as it depends on the type of video
1.5.3 Fees, time
1.5.3.1 To be agreed separately as it depends on the type of video
1.6 Service 6: Web Advertising Management
1.6.1 Services and Deliverables
1.6.1.1 Advertising Strategy Development
1.6.1.2 Creative creation for advertisements
1.6.1.3 Advertisement management
1.6.1.4 Ad Monitoring Report
1.6.2 Milestones
1.6.2.1 1st month: Research and strategy development
1.6.2.2 2nd month: Creative creation
1.6.2.3 3rd month: Small-scale operational testing
1.6.2.4 4th month onward: Start of full-scale operation
1.6.3 Fees, time
1.7 Service 7: Delegated Creation of Social Media Content (Images, Texts, etc.)
1.7.1 Services and Deliverables
1.7.1.1 Research and Analysis
1.7.1.2 SNS Strategy Planning
1.7.1.3 Creative direction
1.7.1.4 Operation monitoring
1.7.1.5 Posting on behalf of the client
1.7.1.6 Reporting
1.7.2 Milestones
1.7.2.1 To be agreed separately as it depends on the type
1.7.3 Fees, time
1.7.3.1 To be agreed separately as it depends on the type