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CLIENT, Thank you for allowing TKG to submit this proposal to Dawson Products for strategic consulting.

We are excited about the opportunity to partner with you to develop a robust plan that will help you enhance Dawsons presence on the web, win and keep the attention of clients and recruits, and increase revenue. If you have any questions after reading through document below, please do not hesitate to contact me so that we can discuss in more detail. Were eager to get started with you! If this proposal meets your expectations and you would like to begin the scheduling process, please sign the agreement in the section for project acceptance and email it back to my attention at nateriggs@tkg.com. We look forward to working with you and Dawson Resources! Nate

BRAINWORKS STRATEGIC CONSULTING


1.09.2013

PREPARED FOR:
CLIENT

PRESENTED BY:
The Karcher Group Nate Riggs, Director of Social Business 5590 Lauby Road, Suite 8 North Canton, Ohio 44720 nateriggs@tkg.com 614.348.2646

PROJECT:
Content Marketing Program Recommendations

SECTION OUTLINE:

One: About BrainW orks Two: BrainW orks Schedule Three: BrainW orks Investm ent

SECTION ONE ABOUT BRAINWORKS


1.1 Our Strategic Consulting Process To provide the best level of strategic support for Dawson Resources, our consulting team at TKG will engage multiple members of your organization in our BrainWorks process. BrainWorks is an organized and efficient process that allows us to help you analyze your current web marketing platform, and then identify opportunities where you can increase the performance of Dawson online content and paid media, social media channels, web properties your email marketing program. BrainWorks has also been designed to help you and your team clarify and build consensus on your web marketing objectives, and ensure that they align with your overall business goals and key performance indicators.

1.2 W hat Dawson Resources W ill Get Out of BrainW orks Deliverables A comprehensive set of digital insights will be delivered along with strategic recommendations will be delivered on flash drives. The files will be comprised of the following (7) elements and will be delivered in PDF format within (5) business days of the final strategic session. These are as follows: 1. Audience insights and online behavior profiles for up to (2) of Dawsons target audiences. 2. Social m edia com petitive analysis Dawsons current use of social media channels benchmarked against up to (3) competitors of your choosing. 3. Share of voice report Includes an analysis of audience generated content and brand mentions related to Dawson Products that has been present online for a 30 day sample period. 4. W ebsite optim ization report full audit of your website design and architecture and brand organic search placement. This report will also include keyword research and conversion analysis. 5. Online advertising analysis full assessment of any current PPC, display and social advertising campaigns, their effectiveness and opportunities as well as recommendations for future deployment of these tactics. 6. Content m arketing audit qualitative and quantitative analysis of brand generated content, recommendations on focused content categories, optimal distribution times and update frequency. 7. Strategic recom m endations sum m ary - includes recommendations for potential enhancements to Dawson web properties, paid media and social advertising campaigns, editorial content, email marketing, community management practices, web conversion. 1.3 W hat W e Need from Dawson During BrainW orks Project Requirem ents Our goal as consultants is to develop the most in-depth and accurate set of web marketing recommendations for Dawson Resources, and assemble them into a plan of attack that will move the needle against the key performance indicators for your business. To ensure we are able to accomplish this, we require the following level of participation from select Dawson team members. 1. Active and on time participation in brief pre-session online surveys, delivered via email 2. Active participation in scheduled BrainWorks collaborative sessions 3. Delivery of pertinent strategic documentation for: existing marketing plans and materials documentation on seasonal promotions or brand events 6-12 months of sales performance reporting or forecasting strategic plans for company growth any documentation on Dawsons competitive landscape 4. Temporary user access for marketing software including: active social media profiles for Dawson Resources access to your ESP (email marketing service provider) Access to Google Analytics for your primary site and any microsites currently in use Any other marketing analytics software that you use *TKG understands that a non-disclosure agreement may be required and is prepared to execute that document immediately upon acceptance of the agreement.

SECTION TWO BRAINWORKS SCHEDULE


For Dawson Products, the BrainWorks process will take place over the course of 60 days and include: Pre-Session data collection and research (approximately 2 weeks) Session 1 Initial Strategic Workshop (4-6 hours, onsite at Dawson corporate, date TBD) Session 2 Final Presentation of Insights and Recommendations (2-4 hours, onsite at Dawson corporate, date TBD) While slightly different in format, each session is designed to extract critical and expert business knowledge and pair it with the collective web marketing expertise of TKGs web marketing strategists. We recommend that up to 10 associates from Dawsons team actively participate in these sessions. To ensure the best possible outcomes, it is recommended that the participants include critical members of the executive team, as well as a mix of representatives from marketing, sales and operations. We also recommend that individuals across all levels and tenures with Dawson be included in the sessions. Our sessions will commence as follows: 2.1 Pre-Session W ork Data Collection and Research As a kick off session, our team of strategists will conduct a 30-60 GoTo Meeting session with our key contact and a few other key representatives from Dawson to gather basic initial discover information. Our objective in this kick off webinar is to: Gather the required strategic documentation Gather all required logins and passwords and general technology access Understand and build consensus on Dawsons key marketing goals and objectives Determine critical session dates/times and key milestones in the project timeline

In the following weeks, our team at TKG will use a variety of online data collection tools analyze Dawsons current brand presence on the web. Our pre-session work is typically completed within the first two weeks of our engagement. 2.2 - BrainW orks Session One The BrainDum p W orkshop Our first session will include up to 10 of Dawsons associates as described above. This interactive and fast paced strategic workshop will take place over the course of 4-6 hours, onsite at Dawsons corporate office. Our objectives in this session are as follows: Review and discuss the early initial findings of our research Review and refine Dawsons marketing objectives and phased expectations Discuss the marketing budget in detail Present best-in-class case studies and examples of other businesses in Dawsons category who are effectively using the web to market their business Facilitate multiple strategic and content ideation exercise that will help to pull expertise from Dawsons team.

2.3 BrainW orks Session Two Final Presentation of Insights and Recom m endations Our second session can include up to 10 of Dawson key corporate stakeholders or simply the executive and marketing decision makers. This session will take place over the course of (2-3) hours, onsite at Dawson corporate office. Our objectives in this final session are to: Deliver strategic documentation, research and data collections Present the comprehensive findings/insights uncovered by our BrainWorks project Facilitate a roundtable discussion with key decision makers to address questions, concerns, opportunities, etc. Discuss opportunities for ongoing support in implementation of the strategy.

SECTION THREE BRAINWORKS PROCESS INVESTMENT


INVESTM ENT TOTAL: $25,000.00 to $30,000.00

To include the following optional project additions as part of this contract, check the orange box to the left of the desired line item(s) below: Num ber of additional audience segm ent profiles to be included: $2,500 per segm ent Num ber of additional com petitors to be included in com petitive analysis: $2,500 per com petitor 3.1 Term s and Conditions
Payment Terms: The Karcher Group, Inc. (TKG) requires 50% down, with the remaining balance to be invoiced in progress payments as significant project milestones are met which shall be determined at the sole discretion of TKG. Work on your project will not begin until the down payment is received by TKG. The down payment will be due upon receipt of the invoice. All subsequent invoices will be due within 30 days of being issued. Alternate payment arrangements can be made upon written agreement and must be included in this proposal prior to signing. Please contact your sales representative if you would like to work out alternative payment arrangements. All prices quoted are valid for 30 days from date of quotation. Prices are subject to change at any time after expiration of the 30 day time period. Past-Due Invoices: All invoices are subject to a finance charge of 2% per month (24% per annum) if not paid within the terms specified on the invoice. These fees will be accrued starting as of the following months billing. By signing this proposal, you agree to pay this finance charge for any invoice for which payment is delinquent. Default: Events of default include but are not limited to the following: non-payment or delinquent payments under this Agreement, nonpayment or delinquent payments under any web hosting or additional accessory contract with TKG, breach of any terms or conditions under this Agreement or any web hosting or additional accessory contract with TKG. Payments are considered delinquent if more than 30 days past due. Should the client trigger any of the above events of default prior to the completion of the project all remaining payments or balance due for the project shall become accelerated in its entirety and immediately due and payable in full regardless of payment terms. Furthermore, TKG reserves the right to disable or suspend any and all currently active services, website(s) or database(s) that TKG hosts or is performing for a client for any event of default as outlined above. This includes any and all services being performed at that time, regardless of which specific services appear on the overdue invoice in question. Promotional Use: TKG reserves the right to use the name of your company or organization, in addition to the materials produced and/or services rendered as a result of this contractual agreement, in any and all TKG promotional material. This promotional material will include, but is not limited to, the placement of links back to tkg.com on your homepage, the inclusion of your company /organization name and project in TKG project portfolios and case studies, and the creation of promotional fliers, banners and other related materials featuring your company/organization name, as well as statistics, images, and descriptions of items produced as part of this project. If this policy conflicts with the policies of your company or organization, you may check the box below to prevent TKG from using any of the materials produced as part of this project or your company/ organization name in TKG promotional material. Check here if you wish for TKG to not use your companys name or elements produced for this project in TKG promotional material

Limitation of Liability: TKG Shall Not be liable for any damages whatsoever, and in particular TKG shall not be liable for any DIRECT, special, indirect, consequential, or incidental damages, or damages for lost profits, LOST INCOME, loss of revenue, or loss of use, arising out of or related to TKGs disabling of clients website(s), database(s), or services for Defaulting under this agreement or any other agreement between client and TKG, whether such damages arise in contract, negligence, tort, under statute, in equity, at law, or otherwise, even if TKG has been advised of the possibility of such damages. Miscellaneous: The waiver or failure of TKG to exercise in any respect any right provided in this Agreement shall not be deemed a waiver of any other right or remedy to which TKG may be entitled. The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No changes can be made to this Agreement other than in a writing signed by both parties. This Agreement was executed in the State of Ohio and shall be governed and construed under the laws thereof. Any suit or legal proceeding concerning this Agreement shall be brought in either Summit County or Stark County, Ohio. Each party shall submit to the jurisdiction of such court. If Client breaches any of the terms hereof, Client shall pay to TKG any costs and expenses, including reasonable attorneys fees, incurred by TKG in enforcing the terms of this Agreement. If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and in full force and effect. The headings in this Agreement are for convenience only and have no legal or contractual effect.

3.2 Project Acceptance Felicia, thank you again for allowing us to submit this proposal, and please do not hesitate to contact me with any questions or concerns that you might have. Sincerely,

Nate Riggs 614-348-2646 The Karcher Group, Inc.

___________________________________________________ Print Name

________________________________________________ Signature

_____________________ Date

To accept this proposal, please sign, date and em ail the entire proposal to nateriggs@tkg.com

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