SPARK FACTORY & UAP PARTNERSHIP AGREEMENT
I. SPARK FACTORY & UAP PARTNERSHIP AGREEMENTThis Partnership Agreement, made and entered into by and between Pilates Web Co dba Spark Factory™ https://sparkfactory.io located at 576 N Birdneck Road #140 Virginia Beach VA 23451 (hereinafter referred to as “Spark Factory”), and United American Patriots, Located at 1800 Diagonal Road, Alexandria, VA 22314, a 501(c)3, non-profit (hereinafter referred to as “UAP”), is to evidence the following:
II. RECITALSSpark Factory is an accomplished marketing agency focused on increasing revenue and expanding business growth in a wide variety of industries. Spark Factory is led by a highly experienced management team, providing visionary strategy and support for their in-house stable of experts. Spark Factory executives have assembled the finest grouping of Internet marketing professionals one can find in any digital agency. Spark Factory’s Pay Per Click & Google Shopping solutions maximize online presence for companies and help increase organic search results for organizational websites and guarantee outstanding results.
United American Patriots (UAP) is a tax-exempt non-profit organization under Section 501(c)(3) of the Internal Revenue Code. Its mission is to inform the President, Congress, and the public about, fund legal presentation for, and support reintegration of U.S. Warriors wrongfully accused & unjustly convicted of “war crimes” to preserve the “presumption of innocence” and to protect our Warriors Rights against Unlawful Command Influence (UCI); prosecutorial misconduct; and investigative abuse. UAP has a very large donor and support base which stretches across the country, cultivated and maintained via online social media, emails, and direct mail. UAP also has a smaller population of Warriors UAP has supported in the past and is currently supporting. Recently, UAP has been involved in gaining Presidential Pardons, clemency & paroles, and dismissals of charges for current and past Warriors receiving support from UAP’s Warrior Fund which has significantly raised the public’s awareness of UAP.
III. WITNESSETHA. WHEREAS, in consideration of mutual promises, Spark Factory and UAP desire to enter into this Agreement (the “Contract”) and agree to abide by and comply with fulfilling all respects of the covenants herein set forth; and
B. WHEREAS, as a consequence of this agreement, Spark Factory and UAP may become deeply engaged with each other’s business methods, including, but not limited to, unique technical services, management practices, business techniques, clients and their cases; and
C. WHEREAS it is mutually agreed, while engaged with each other, neither Spark Factory nor UAP shall enter into agreements with other companies or organizations which compete with the business of either Spark Factory or UAP.
D. IN ADDITION, Both Spark Factory and UAP would be irreparably injured, and the value of and the goodwill of either Spark Factory or UAP would be irreparably damaged, if either Spark Factory or UAP was to disclose (otherwise than as permitted in this agreement) any of the confidential information concerning Spark Factory’s or the UAP’s business which either Spark Factory or UAP has acquired about the other, or will acquire about the other, as a result of this agreement, or if either was to solicit the clients in competition with either Spark Factory or UAP, or if either was otherwise to impair the goodwill of Spark Factory or UAP; and
E. WHEREAS, Both Spark Factory and UAP acknowledge and agree that Spark Factory and UAP needs appropriate safeguards to protect both its investments in their business, relationships within the government and the public, as well as to maintain the confidentiality of the information held within; and
F. WHEREAS, Both Spark Factory and UAP desire the other to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
G. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Spark Factory and UAP hereby agree as follows:
IV. AGREEMENTA. SERVICES:1. UAP: During the term of this Contract, UAP will make reasonable efforts to leverage UAP’s brand and credibility in the Veteran market to help promote and market Spark Factory’s “Social Media All-in-One Plans,” “Exclusive Lead Programs,” “Google Shopping,” and “Content Marketing (SEO)” programs via:
a. SOCIAL MEDIA: UAP will promote Spark Factory’s programs via UAP’s website, Facebook, Twitter, and Instagram accounts as an opportunity for Veterans. Veterans will be provided a UAP specific code to use when ordering any of the above Spark Factory’s programs.
b. EMAIL: UAP will promote Spark Factory’s programs via UAP’s email list as an opportunity for Veterans. Veterans will be provided a UAP specific code to use when ordering any of the above Spark Factory’s programs.
c. DIRECT MAIL: If UAP’s social media and email programs prove to be profitable for both UAP and Spark Factory, and beneficial for the Veterans who order any of Spark Factory’s programs, UAP will:
i. Work with Spark Factory to design and coordinate sending a promotional printed package via direct mail (U.S. Postal Service).
ii. Include in the mailing a personal endorsement from UAP’s CEO, on UAP’s letterhead, and a note from one of our “celebrity” Warriors, promoting one or all of Spark Factory’s programs.
iii. Split equally with Spark Factory the total up-front investment in/cost to design, print, mail, etc. … the promotional printed package.
iv. Will ensure Spark Factory provides input, reviews, and agrees with the design, verbiage, quality, and cost, prior to any monies being invested or the promotional the piece being sent out.
d. OTHER: UAP will explore other ways to support ALL veterans with Spark Factory’s programs. One potential option might be to create a new fund where citizens can support a veteran in need, disabled veterans, widowed families of veterans, etc. … by donating funds that would be used to purchase a program, or multiple programs, for individuals in these designated groups.
e. Content: UAP will work with Spark Factory to craft all content to ensure all messaging are synchronized and support mutual goals.
2. UAP: During the term of this Contract, UAP will allow Spark Factory to use UAP’s logo and name on any and all of Spark Factory’s marketing material to demonstrate Spark Factory’s commitment to patriotically supporting our Nation’s Warriors.
3. Spark Factory: During the term of this Contract, Spark Factory will sell Spark Factory’s “Social Media All-in-One Plans,” “Exclusive Lead Programs,” “Google Shopping,” and “Content Marketing (SEO)” programs, to VETERANS, AND/OR VETERAN’S FAMILY MEMBERS, who are referred to Spark Factory by UAP.
i. Social Media All-in-One Plans: Spark Factory is a social media marketing agency in Virginia that can help accelerate the visibility of your social media properties. Facebook has more than 1.4B businesses, LinkedIn has over 500M business professionals and Twitter has over 330M monthly users. Spark Factory delivers Top Quality blog posts and content for your entire social media marketing strategy.
1) Discount: 25% off and setup fees waived2) UAP Amount: 8% for the first 6 months of an active paid account3) Exclusions: None
ii. Exclusive Lead Programs: Our exclusive leads equip your organization with the maximum level of opportunity a lead generation service that a partner can offer. This translates to higher contact and conversion rates. We use text messaging, recorded calls, and drip feed messaging to keep the potential customers engaged in your program.
Our guarantee is straight forward – If its bad lead we swap it out.1) Discount: 20% off and setup fees waived2) UAP Amount: 8%3) Exclusions: None
iii. Google Shopping: Spark Factory is a leading PPC marketing company in Virginia that provides PPC management. Pay Per Click or (PPC) is one of the most commonly used marketing methods today. Why? Because if you invest and do it properly the results always follow. The fact that Google generates over 90% of its revenue through online advertising is more than enough to conclude that PPC is viable for generating leads, selling products online, and increasing website traffic.
1) Discount: 20% Off management fees ($999 startup for example). b) Setup fees waived.2) UAP Amount: 8% of management fee up to $10k of ad spend or 3% to UAP on ad spends over $10
iv. Content Marketing (SEO): We offer our valued clients a high quality, affordable solution. Leave the heavy lifting up to us. Our experts are trained on the latest Google core updates from all major search engines. Targeted keywords mean getting the right website visitors. We provide a detailed evaluation of your website’s SEO performance. On-page SEO to raise your organic SEO virtually overnight.
1) Discount: 20% off and setup fees waived2) UAP Amount: 8%3) Exclusions: None
4. Spark Factory: For the term of this Contract, Spark Factory will provide Spark Factory’s programs to UAP to support UAP’s promotion of this contract and for UAP to use to enhance awareness of its mission and for its own fundraising efforts.
a. Spark Factory will serve in an oversight position with no fees and provide recommendations and advice on how to improve UAP’s website, social media, lead generation, etc. However, the UAP staff will conduct the work.
B. PAYMENTS:a. Each purchase of a Spark Factory’s program by a Veteran will be paid for by the Veteran ordering the program, not UAP (This would be subject to change should UAP establish a separate fund to purchase programs for Veterans).
b. If UAP establishes a separate fund to purchase Spark Factory’s programs for Veterans and/or families of Veterans, UAP will make the payments on behalf of those Veterans who apply and are approved by UAP.
c. Each donation to UAP, in accordance to the agreement herein, will be contributed to UAP by Spark Factory within 20 days of the following month. Meaning all sales contributed by UAP via this program from July 1, 2020, to July 31, 2020, will be accounted for and paid out via ACH payment (3 days processing) within 20 days thereafter.
C. TERM:1. This Contract and the relationship hereunder shall be for a minimum term of thirty (60) days commencing as of 1 July 2020, herein referred to as the “initial term.”
2. After the “initial term” both parties have the right to evaluate this entire contract and if desired renegotiate terms. Silence (if no renegotiation occurs after the initial term) means this contract will automatically renew as the “renewal term” for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the “Contract Period”), and shall be automatically renewed from year to year unless either Spark Factory or UAP terminate the agreement.
3. Either Spark Factory or UAP may terminate this agreement, in writing, with 30 days’ notice, for any reason.
4. Spark Factory will continue to honor its commitment to making donations to UAP, in accordance with the agreements herein, based upon purchases of any Spark Factory’s programs which occur prior to termination of this agreement and based upon any new agreements made up to 90 days after the termination of this agreement. This is to take into account new contracts established between Veterans and Spark Factory as a result of UAP’s advertising, marketing, and/or direct mail programs which UAP may have initiated prior to termination of this agreement.
D. COVENANTS OF NON-DISCLOSURE1. During the term of this Contract, UAP and Spark Factory shall both use reasonable efforts to further and promote both Spark Factory’s business and UAP’s fundraising efforts.
2. Neither UAP nor Spark Factory shall, at any time during the term of this Contract, or thereafter, directly or indirectly, use for UAP’s or Spark Factory’s own benefit or purposes for the association, or business organization, or disclose (except in the performance of UAP’s or Spark Factory’s duties hereunder) in any manner to any person, firm, partnership, association, or business organization, any trade secrets, information, know-how, or knowledge relating to the other’s organization, to include technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or partner’s belonging to, or relating to the affairs of either UAP or Spark Factory except where required in good faith to transact the business of the UAP and the Spark Factory during the term of this Contract; and
3. To provide to either UAP or Spark Factory, at either’s request and in any event within three (3) days after the termination of Contract, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of the other and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all equipment and other property in the other’s hands or under the other’s control at the time of the termination of Contract hereunder; and
4. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, lists, trade secrets, case information – especially those still active, and other confidential information concerning UAP’s or Spark Factory ‘s business, clients, and its methods of doing business.
E. NON-DISPARAGEMENT:1. UAP and Spark Factory agree they shall not disparage one another during the period covered by this agreement and beyond, regardless of when, or who terminates the agreement.
2. For purposes of this section, “disparage” means any negative statement, whether written or oral, or images, to include, but not limited to posts to social media (e.g., Facebook, Twitter, LinkedIn, Instagram, etc.) or comments during media engagements (e.g., interviews via radio, TV, newspaper, etc.) by UAP’s officers, directors, or employees about Spark Factory or by Spark Factory about UAP, its officers, directors, employees, former Warrior Fund clients, current Warrior Fund clients, and/or attorneys retained by Warrior Fund supported Warriors.
3. Both Parties agree and acknowledge this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in UAP and Spark Factory refusing to enter into this Agreement.
4. Both parties agree that if a breach were to occur, it would be difficult to determine actual damages. Based on what the parties presently know, they agree that $10,000.00 is a reasonable estimate of the damages that would accrue if a breach occurred in the future. Both parties agree that the amount of liquidated damages is fair and reasonable.
F. ARBITRATION. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be in Virginia Beach, VA.
G. GOVERNING LAW. This Agreement shall be construed in accordance with the applicable laws of the Commonwealth of Virginia.
H. MISCELLANEOUS:1. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.
2. This Contract may be amended from time to time as the parties’ desire so long as such amendments are in writing and executed by the parties hereto.
3. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
V. SIGNATURESIN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.
Signed Date: August 10, 2020
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Signed by Scott Aadal
Signed On: July 17, 2020
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Document Name: SPARK FACTORY & UAP PARTNERSHIP AGREEMENT
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