This Marketing Services Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") by and between:

1. Services

Provider agrees to serve as Fractional Chief Marketing Officer for Client, providing strategic marketing leadership and execution support.

✓ What's Included

• Strategic Leadership: Marketing strategy, direction, planning, and accountability
• Full Execution Team: Creative Director, Tech Lead, Operations Manager, Coordinator
• Paid Advertising: Meta Ads and Google Ads management, optimization, and spend oversight
• Web & Funnels: Website updates, landing pages, conversion optimization
• Content & Social: Content strategy, social media management, email marketing
• AI & Automation: Workflow automation, AI implementation, efficiency improvements
• Analytics & CRM: HubSpot optimization, reporting dashboards, data-driven insights
• Weekly Strategy Calls: Regular check-ins with leadership team

✗ What's NOT Included

• Ad Spend: Client pays advertising costs directly to platforms (Meta, Google, etc.)
• Third-Party Software: SaaS subscriptions, tools, or platform fees (HubSpot, etc.)
• Event Marketing: Trade show booths, event sponsorships, or physical event coordination
• PR & Media Buying: Press releases, traditional media placements, TV/radio spots
• Legal/Compliance Review: Regulatory compliance review, legal document preparation
• Print Materials: Physical brochures, mailers, or promotional merchandise

Items not included can be quoted separately upon request.

2. Term

This is a 90-day trial engagement beginning on the Effective Date. At the conclusion of 90 days, the parties will evaluate and may:

• Continue the partnership on mutually agreed terms
• Transition to in-house with Provider's hiring/training support
• Part ways — Client keeps all work product created during engagement

Either party may terminate with 14 days written notice.

3. Fees & Payment

First month's payment is required before services begin. Provider will engage full team resources immediately upon receipt of payment.

4. Work Product & Intellectual Property

All custom strategies, creative assets, and materials created specifically for Client during this engagement become the property of Client upon payment. Provider retains the right to reference the engagement and showcase work in its portfolio.

Provider Pre-Existing IP: Provider's proprietary tools, methodologies, systems, software, frameworks, and know-how that exist prior to or are developed independently of this engagement ("Provider IP") remain the sole property of Provider. This includes, but is not limited to, Provider's internal automation systems, AI tools, processes, and any products or services Provider offers to other clients. Provider grants Client a non-exclusive license to benefit from Provider IP as used in delivering Services, but no ownership or exclusive rights transfer to Client.

Nothing in this Agreement restricts Provider from providing similar services to other clients or developing similar strategies, systems, or approaches for others.

5. Confidentiality

Both parties agree to keep confidential any proprietary business information shared during this engagement. This includes but is not limited to: business strategies, financial information, customer data, and internal processes. This obligation survives termination of this Agreement.

6. Client Responsibilities

Client agrees to:

• Provide timely access to systems, platforms, and team members
• Respond to requests and approve deliverables in a reasonable timeframe
• Ensure compliance with applicable laws for its business operations
• Provide accurate information and materials for marketing purposes

7. Independent Contractor

Provider is an independent contractor, not an employee of Client. Provider maintains full control over how services are delivered and may engage subcontractors as needed.

8. Limitation of Liability

Neither party shall be liable for indirect, incidental, or consequential damages. Provider's total liability under this Agreement shall not exceed the fees paid by Client in the three months preceding any claim.

9. General

This Agreement constitutes the entire agreement between the parties regarding its subject matter. It may be amended only in writing signed by both parties. This Agreement shall be governed by the laws of the State of Texas.