STATEMENT OF WORK - DIGITAL ADVERTISING

SERVICES

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Statement of Work

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This Statement of Work (the “SOW”) is entered into on the specified date below by
____________________ (“Agency”) and ____________________ (the “Client”) pursuant to the
terms of the Master Services Agreement (the “Agreement”), dated as of ____________________,
between Agency and Client which is herein incorporated by this reference. In the event of a
conflict between any terms of the Master Services Agreement and terms of this SOW, the
applicable terms of this ____________________ shall control.

Project Summary
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Services
Agency to provide the following services:

____________________
____________________
____________________

Exclusions
The following are not covered under this SOW and will be priced separately:

____________________
____________________
____________________

Timeline (subject to change based upon client’s approval)

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 Executed SOW: ____________________
Project Kickoff: ____________________
MILESTONE 1:____________________
MILESTONE 2:____________________
MILESTONE 3: ____________________

Client will provide timely feedback. Each Deliverable will be deemed accepted if, no later than the
end of the business day, New York City time, three days after its delivery to Client, Client does
not reject the Deliverable by sending Agency written notice detailing the reasons for the rejection
and reasonable modification guidelines. Agencyis not responsible for delays, errors or omissions
resulting from Client’s action or inaction, and will not be liable for any claims related to materials,
specifications, and information provided by Client to Agency for the Project.

Project Fee
$____________________

Payment Schedule
____________________

Payment Terms

Payments are due NET 30 following the receipt of each invoice.

Change Control

Throughout any project, changes are required to deal with unanticipated incidents and/or new
information that arise during the course of the project lifecycle. This change control process is
meant to put in place a strict process to ensure changes are tracked and approved appropriately
throughout the project. In cases where changes are identified, a change request will be processed as
follows:

The Project Manager at Agency will create a Change of Scope Order that documents the
relevant information, including: change description, rationale (e.g. potential benefit), impact
assessment, effort, and associated cost (if applicable) to implement the change.
This Change of Scope Order will be submitted to Client and reviewed for final approval.
For approved change requests, the Project Manager at Agency will incorporate the change(s)
into the project schedule (if applicable) and communicate the change to the appropriate team
members.
If it is anticipated that the Project will exceed estimated costs by more than 10%, then a revised
estimate will be submitted for Client approval.

Expenses

Any expenses accrued through the duration of the project shall be fully reimbursed to Agency with

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NET 30 terms.

All expenses over $1,000 shall be pre-approved by Client.

Terms

The term of this Agreement shall remain in effect and be binding upon the parties commencing
upon signature and concluding when all aspects of the project are complete. Agency and Client
have the right to mutually amend this contract and scope of work at any time.

Indemnification

In the event that Agency incurs any loss or expense (including reasonable attorneys’ fees and/or
costs) as the result of any claim, suit or proceeding made or brought against Agency based upon or
relating to any work which Agency has prepared for Client, with the exception of any claims based
on damages alleged to have been intentionally caused by Agency, which work is either approved
by you or was based on materials, statements, ideas or instructions from Client, Client agrees to
indemnify Agency and to hold Agency harmless from and against any such loss or expense. The
obligation to indemnify Agency hereunder shall not be deemed terminated upon cancellation.

Agency will not be liable for any indirect, incidental, special, consequential, exemplary or punitive
damages arising out of this SOW. Agency’s maximum liability under this SOW shall not exceed
the total fees received by it hereunder.

Non-Solicitation

The parties to this Agreement agree that no effort shall be made to solicit employees from the other
party, directly or indirectly, and that no compensation of any kind may be offered or provided to
any person currently compensated by the other party without prior written consent by the prior
compensation provider, for the term of this agreement as described below.

Advertising/Publications

Client hereby grants Agency permission to release information with respect to the existence of the
above referenced project in advertising, marketing, public relations or similar publications (such as,
but not limited to, marketing brochures, press releases, case studies or references).

Confidentiality

In view of the fact that Agency’s work will bring Agency into close contact with many confidential
affairs of Client not readily available to the public, and plans for future developments, Agency
agrees to keep secret all matters, except for the existence of this engagement generally, and further
agrees not to disclose any such matters to anyone outside of Agency throughout the term of this
agreement, without written consent from Client.

Reservation of Agency Technology

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Agency shall own and retain all rights to any and all programming source code, software,
technology, concepts, ideas, designs and other work, materials and information the creation or
development of which predate this Agreement, including all modifications thereto made during the
term hereof (the “Pre-existing Material”). Agency hereby grants to Client a nonexclusive,
royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and
perform Agency’s programming source code, in compiled machine readable object code form only,
to the extent incorporated into the Project, strictly for the purposes and in the territories set out
herein.

If the information above is to your satisfaction please sign and fax back to my attention at
____________________. The terms of this letter are accepted but shall not be binding on both
parties until fully executed.

AGREED AND ACCEPTED BY:

____________________ ____________________

____________________ ____________________

____________________ ____________________

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