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									                 MARKETING SERVICES AGREEMENT

THIS MARKETING SERVICES AGREEMENT (the “Agreement‟) is made as of
____________________(“Effective Date”) between ____________________________ with an
address at _______________________________________ (“CLIENT”) and

______________________________,         with      an                      address           at
____________________________________ (“SERVICE PROVIDER”).


WHEREAS, the CLIENT is engaged in the business of inter alia manufacturing and supplying
of [insert description of Products] (Products).
WHEREAS, the SERVICE PROVIDER is engaged in the business of inter alia advising,
directing and managing business methods and systems for marketing, promotion, and sales for
companies and organizations.

WHEREAS, the CLIENT wishes to obtain the services of SERVICE PROVIDER for the
purpose of marketing and selling the Products.

In consideration of the premises and mutual obligations contained herein, and intending to be
legally bound, the parties hereto agree as follows:


   (a) SERVICE PROVIDER shall consult with and assist CLIENT in the execution of its
       branding strategy for the purpose of successfully differentiating CLIENT‟s products and
       services. SERVICE PROVIDER shall provide the services (“Marketing Services”) more
       particularly set forth in Appendix 1.
   (b) The foregoing services shall be performed in accordance to set milestones and
       deliverables, and be consistent with, the documented discussions CLIENT and SERVICE
       PROVIDER have had to date, and shall be subject to such performance measures for
       each stage of performance as the parties shall identify prior to commencement of each
       stage of Marketing Services. SERVICE PROVIDER will perform the Services in
       accordance with the procedures described on the PROCESS, in a timely and professional
       manner, consistent with industry standards, at a location, place and time that SERVICE
       PROVIDER deems appropriate, and all in accordance with the PROCESS, and this
       Agreement. The manner and means that SERVICE PROVIDER chooses to perform the
       Services are in SERVICE PROVIDER‟s sole discretion and control.
   (c) SERVICE PROVIDER, in consultation with CLIENT, will determine the method,
       details, and means of performing the work to be carried out for CLIENT. In addition,
       CLIENT shall be entitled to exercise a broad general power of supervision and
     control over the results of work performed by SERVICE PROVIDER to ensure
     satisfactory performance. This power of supervision shall include the right to inspect,
     stop work, make suggestions or recommendations as to the details of the work, and
     request modifications to the scope of the PROCESS. Modifications to the scope of the
     PROCESS by CLIENT resulting in additional services by the SERVICE
     PROVIDER shall be compensated accordingly. Modifications to the scope of the
     PROCESS by CLIENT resulting in the extension of the duration of any assignment will
     not limit the SERVICE PROVIDER to attain any bonus associated with said assignment.


  (a) In consideration for SERVICE PROVIDER rendering the Marketing Services, CLIENT

     [Alternative 1] (i) pay $____ as advance deposit prior to SERVICE PROVIDER‟s
     commencement of Marketing Services, and (ii) pay $___ per month / per hour to be paid
     on the receipt of invoices from SERVICE PROVIDER on net [__] days terms. Such an
     advance deposit is non refundable.

     [Alternative 2] (i) pay a monthly retainer of $______ to be paid on the receipt of invoices
     from SERVICE PROVIDER on net [__] days terms.

     [Alternative 3] pay SERVICE PROVIDER in accordance with the Appendix 2 attached

  (b) SERVICE PROVIDER shall submit written, signed reports of the time spent performing
      Marketing Services, itemizing in reasonable detail the dates on which services were
      performed, the number of hours spent on such dates and a brief description of the services
  (c) CLIENT shall also reimburse SERVICE PROVIDER its reasonable out-of-pocket
      expenses in providing the Marketing Services. All such expenses are subject to prior
      approval by CLIENT and shall not exceed $___. Company will pay SERVICE
      PROVIDER for the following expenses incurred during the performance of Marketing

            All travel expenses to and from all work sites;
            Meal expenses;
            Administrative expenses;
            Lodging Expenses if work demands overnight stays; and
            Miscellaneous travel-related expenses (parking and tolls).

  (d) Where payment of any amount due is not made on due date, the SERVICE PROVIDER,
      without prejudice to any other right or remedy it may have, shall be entitled to charge
      interest on the outstanding amount at a rate of 1.5% per month. Such interest shall be
      calculated from the due date for payment to the date of actual payment, both days
      inclusive, compounded monthly in arrears and the CLIENT agrees and undertakes to pay
      such interest, which it hereby accepts as fair and reasonable, on demand; and suspend the
      provision of Marketing Services or such portion thereof as the SERVICE PROVIDER in
      its sole discretion chooses until all payments in arrears have been paid in full.

  (e) By the last business day of each month, SERVICE PROVIDER shall submit for
      compensation due for the particular month. Each invoice should include, at a minimum:

     -invoice number;

     -the month during which Marketing Services have rendered;

     -description of the above;

     the agreed compensation rate;

     -any authorized and approved expenses pursuant to Clause 2 (c);

     -other disbursements pursuant to Clause 4.


  For all advertising space engaged by SERVICE PROVIDER for CLIENT
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