Get Web Placement, LLC

1251 Metropolitan Ave, Suite 100,

Paulsboro, NJ 08066

856 290-4601 phone

Agreement

Thank you for selecting Get Web Placement, LLC to optimize the natural search engine placement of your web site listed in the data entry field (hereafter “CLIENT Website”).  This agreement is between Get Web Placement, LLC (GWP) and the client listed in the data entry field (hereafter “CLIENT”).  By signing up on this web site CLIENT agrees to the terms and conditions of this agreement which consists of this letter dated in the data entry field (hereafter “DATE”) and the Terms and Conditions, which are attached as Exhibit A (hereafter, and collectively, “Agreement”).

GWP Responsibilities

GWP will address the coding and the optimization of the CLIENT’S website.

GWP will place a tracking tool on, monitor, track and maintain the optimization of the CLIENT Website on an ongoing basis.  GWP may also add additional pages to the CLIENT website for optimization purposes.

CLIENT Responsibilities

CLIENT will provide GWP with the keywords and their ranks that have already received placement in the search engines.  CLIENT will also provide GWP with the direction and the focus of thier paid placement campaigns (if any) to assist GWP in keyword research.

CLIENT will provide GWP with the Client Setup Worksheet, which can either be completed online or faxed to the CLIENT. This must be completed and provided to GWP before the Website is optimized.

CLIENT agrees to provide GWP with access to the CLIENT Website, either directly or through the delivery of copies of the Website pages for optimization (which would then be uploaded by CLIENT).

Payment Terms

Client agrees to pay GWP the amount listed in the pricing screen.

EXHIBIT A

1.         Term and Termination.

            1.1       The Agreement between Get Web Placement, LLC and CLIENT shall be for a term of one (1) year, beginning on the date of this Agreement.  Thereafter, the Agreement shall automatically renew for successive one-year terms, unless terminated as set forth below.

            1.2       This Agreement may be terminated by either party by providing written notice at least thirty (30) days prior to the end of the current term.

            1.3       GWP may also terminate this Agreement if CLIENT fails to satisfy GWP's invoices within ten (10) days.  Such termination may only occur if GWP has provided CLIENT with written notice of its failure to satisfy the invoices and GWP's intention to terminate this Agreement unless CLIENT satisfies the open invoices within ten days.  CLIENT acknowledges that GWP will no longer optimize the CLIENT Website if this Agreement is terminated, and the CLIENT Website placement in the search engines may then fall.

2.         CLIENT Acknowledgments and Agreements

            2.1       CLIENT agrees not to overwrite or otherwise alter the optimization performed by GWP.  If CLIENT changes or overwrites the GWP optimization, any money paid to GWP will be nonrefundable.  Further, GWP will not be required to re-optimize the CLIENT Website.  CLIENT hereby acknowledges that if it overwrites or otherwise alters the optimization performed by GWP, the CLIENT Website placement in the search engines may fall.

            2.2       CLIENT understands that search engine placement can take 90 days or more to obtain, and may require periodic changes to the optimization.  In order for GWP to maintain the optimization of the CLIENT Website, GWP must have access to the CLIENT Website server, the user name and the necessary passwords.

            2.3       CLIENT also understands that in order to obtain the desired placement of the CLIENT Website, targeted keywords must be present in the content of the actual web pages.

3.         Assignment

            Neither party shall assign this Agreement without the express written authorization of the other party.

4.         Limitation of Liability

            Except in the event of a breach of CLIENT's payment obligations, neither party will be liable to the other for any consequential, incidental, special or exemplary damages, even if the party has been advised of the possibility of such damages, such as, but not limited to, loss of revenue, loss of anticipated profits, loss of business and/or loss of or damage to data.  If GWP does have any liability to CLIENT, its customers and website visitors, GWP's liability shall not exceed the amount of payments received by GWP from CLIENT pursuant to this Agreement.

5.         Indemnification

            Unless caused solely by the actions of GWP, CLIENT shall defend or settle, at it own expense, any claim made against GWP in connection with the services GWP is providing pursuant to this Agreement and CLIENT shall indemnify and hold harmless GWP, to the fullest extent permitted by law, from and against any final judgment that may be awarded by a court against GWP, including all damages, losses, costs and expenses, including attorneys' fees.  This paragraph shall survive any termination of this Agreement.

6.         Independent Contractors

            The parties are acting as independent contractors to each other under this Agreement and nothing contained in this Agreement shall create or suggest any affiliation, association, partnership, agency or joint venture between the parties.  Neither party shall represent itself or act as the associate, partner, agent or joint venturer of the other party in any way whatsoever.

7.         Third Parties

            CLIENT shall not enter into any agreement with any third party that imposes any obligations upon GWP.

8.         No Warranty

            Except as specifically set forth herein, GWP makes no warranties or representations, express or implied, regarding the CLIENT Website or otherwise, including any results that may be obtained by CLIENT hereunder.

9.         Governing Law, Counsel Fees and Costs

            9.1       The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any conflict of law provisions.  Should a dispute arise under or in relation to this Agreement, the parties agree that the exclusive venue and jurisdiction for any claim arising out of this Agreement is in the state and federal courts of the State of New Jersey.

            9.2       If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

10.       Force Majeure

            Neither party shall be liable to the other for any default or delay in performance of any of its obligations under this Agreement to the extent that such a default or delay is caused, directly or indirectly, by an event beyond such party's reasonable control, including, without limitation, fire, flood, earthquake or other acts of God, acts of terrorism, riots or civil disorders, accidents or unavoidable casualties, or changes in law, treaties, rulings, regulations, decisions or requirements of any government, administrative or regulatory agency.