AGREEMENT (“Agreement”) entered into this [DATE] by and between, Marz Sprays LLC (hereinafter referred to as “Company”) a California Corporation with offices at [COMPANY ADDRESS] and Fallen Leaf Media, LLC(“Consultant”) with offices at 1623 Central Ave, Suite 145, Cheyenne, Wyoming, 82001.

RECITALS

WHEREAS, Company is engaged in the business of offering products and services related to health and wellness.

WHEREAS, Company seeks to retain the services of Consultant;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

I. ENGAGEMENT

1.01 (a) Engagement: Subject to the terms of this agreement Company has hereby retained the non-exclusive services of Consultant f/s/o Chris Laub as an independent contractor as are set forth in Exhibit A, annexed hereto (the “Assignment.”)

(b) As an independent contractor, Consultant will remain an independent business entity and shall be solely responsible to pay all applicable taxes arising from payments made by the Company to him, including, but not limited to, social security, self-employment taxes and disability insurance. Neither Consultant nor its employees shall be entitled to participate in any Company plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar benefits.

(c) Consultant agrees that: it will conduct its business to maintain the highest quality professionalism; will refrain from acts or omissions that adversely affect the reputation or goodwill of the Company; it will ensure its personnel are adequately trained and will be responsible for the supervision, control, compensation and health and safety of its personnel; and, shall maintain such supplies, equipment and employees as are necessary to perform the Services provided for herein.

(d) The relationship of the parties established by this Agreement is solely that of independent contractor, and nothing contained herein shall be construed to (i) give any party the power to direct and control the day‑to‑day activities of the other; or (ii) constitute such parties as partners, joint venturers, co‑owners or otherwise as participants in a joint or common undertaking; or (iii) make Consultant an agent of Company for any purpose whatsoever except as otherwise agreed in writing by the parties hereto. Consultant shall not be treated as an employee of Company for federal or state tax purposes, unemployment or disability benefits, or for any other withholding tax or insurance purposes. Consultant represents to Company that it may hold itself out as an independent contractor to other firms and companies, and may continue to do so during the term of this Agreement and thereafter. Consultant shall have no authority to bind Company to any contract or agreement unless expressly agreed to in writing.

(e) The conduct and control of the Services to be performed by Consultant under this Agreement shall lie solely with Consultant. Consultant shall perform the services in a timely, professional, and competent manner and in accordance with currently approved methods and ethical standards applicable to the performance of the Services in consultancy with Company. Consultant will perform in a manner to produce the results requested and shall endeavor to at all times further the interests of Company and enhance the image and reputation of Company. Company is interested only in the results obtained under this Agreement and, if otherwise in compliance with this paragraph, the manner and means of performing the Services shall be under the sole control of Consultant. In performing duties under this Agreement, Consultant shall comply with all applicable laws, rules, and ordinances applicable thereto.

II. OBLIGATIONS OF CONSULTANT

2.01 (a) Consultant shall expend such time and effort as are necessary to carry out the Assignment.

(b) The results and proceeds of Consultant's services hereunder shall be deemed a “work-made-for-hire” specifically ordered by Company. Consultant acknowledges and agrees that all copyrightable material, including writings, software, drawings, and designs, and all ideas, inventions, improvements, developments and discoveries made, conceived or reduced to practice by Consultant, whether individually or in collaboration with others, during the course of performance under this Agreement, are the sole property of Company; and Consultant agrees to assign (or cause to be assigned) to Company all right, title and interest in and to all such intellectual property, including without limitation any worldwide copyright(s), moral rights, patent(s) and any and all other such rights of whatever kind, and the right to obtain registrations, renewals, reissues and extensions of the same. In this regard, Consultant is executing the Assignment annexed hereto as Exhibit B.

Consultant agrees to execute such further documents and to do such further acts as may be necessary to perfect the foregoing assignments and to protect Company 's rights. In the event Consultant fails or refuses to execute such documents, Consultant hereby appoints Company as Consultant’s attorney-in-fact (this appointment to be irrevocable and a power coupled with an interest) to act on Consultant’s behalf and to execute such documents. Consultant further agrees that Company shall have the right to use, copy, publish, reproduce, alter, or destroy the Intellectual Property and to take any other action consistent with Company 's sole and exclusive ownership thereof, and Consultant waives any right to interfere with or to prevent ); and, shall not execute any agreements on behalf of Company or its affiliates.

(c) Consultant Identification: While working on this Assignment, Consultant shall not directly or indirectly state or imply that she is an employee, officer or director of Company (or its affiliates); shall not directly or indirectly state or imply that she is authorized to contractually obligate Company (or its affiliates.)

(d) The Consultant represents that she/he is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Consultant and any third party. Further, the Consultant in rendering his duties shall not utilize any invention, discovery, development, innovation or trade secret in which he does not have a proprietary interest. During the term of this agreement, the Consultant shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely, professional and productive manner as is specified by the Company. The Consultant is free to perform non-competitive services for other parties while performing services for the Company.

2.02 Compliance with Laws, Rules and Regulations: Consultant shall perform in strict compliance with all applicable laws and all of Company's directives.

III. COMPENSATION & EXPENSES

3.01 (a) Compensation Payable to Consultant: Consultant shall be paid in accordance with the provisions of Exhibit C, annexed hereto and made a part hereof.

(b) During the term of this Agreement, the Contractor shall bill and the Company shall reimburse him for all reasonable and pre-approved out-of-pocket expenses that are incurred in the connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Company facilities shall not be reimbursable

(c) Consultant agrees to provide all deliverables by the mutually agreed upon deadlines. Should Consultant fail to deliver by the mutually agreed upon deadline, Consultant agrees to refund Company 5% of the total project fee as outlined in Exhibit C for each consecutive 24-hour period the deliverable is provided past the mutually agreed upon deadline.

IV. CONFIDENTIAL INFORMATION, COMPETITION, ETC.

4.01 Contemporaneously with the execution of this Agreement, Consultant shall execute the Non-Disclosure/Non-Solicitation/Confidentiality Agreement annexed hereof and made a part hereof as Exhibit D.

V. TERMINATION

5.01 Termination Upon Notice: Company and Consultant agree to a mutual project review twenty eight (28) days from project initiation. During the project review, Company retains the option of terminating this contract. Upon termination, Consultant’s entitlement to any un-accrued compensation shall cease. If upon review, Company and Consultant agree to complete the project in its entirely, Company agrees to release all outstanding funds per Exhibit C. Consultant may terminate this Agreement upon thirty (30) days prior written notice to the addresses set forth above.

VI. CONSTRUCTION AND INTERPRETATION:

6.01 Construction & Interpretation:

(a) This Agreement is to be construed as to form, substance and procedure in accordance with the laws of California.

(b) Consultant & Company shall act in good faith and use their best efforts to comply with their obligations under this Agreement, and shall cooperate in accomplishing the purposes of this Agreement. Further, neither party shall directly or indirectly engage in any activities which would be detrimental to or interfere with the operation or reputation of the other party.

(c) Independent Contractor: This Agreement does not create a fiduciary relationship between Consultant and Company. Company and Consultant shall be and remain independent contractors. Nothing in this Agreement shall constitute either party, as the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the other for any purpose, nor shall anything in this Agreement cause the employees of either party to be employees of the other. Consultant is responsible to pay her/his own income taxes on compensation paid hereunder and is not being provided with any health benefits of any kind.

(d) Mediation/Arbitration/Attorney’s Fees: Any disputes arising under this Agreement shall be resolved first by good-faith mediation between the parties. If the dispute persists despite party attempts at mediation, the dispute shall be resolved by arbitration in Los Angeles, CA in accordance with the rules of the American Arbitration Association in Los Angeles, CA. Both parties shall be entitled to engage in all forms of discovery as permitted under California law. The prevailing party shall be entitled to recover the costs of arbitration unless otherwise determined by the arbitrator and shall be entitled to reasonable attorney’s fees as determined by the arbitrator.

(e) This Agreement constitutes the entire agreement between the parties, and there are no other oral or written understandings or agreements between Company and Consultant. This Agreement may be amended only by a written instrument signed by the parties hereto.

(f) Any notice required or permitted to be given hereunder shall be in writing and shall be served upon the other party personally, or by certified mail, return receipt requested, postage prepaid.

(g) The signatories to this agreement possess all the necessary power and authority to enter into this agreement on behalf of their organizations, and to perform the obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the entities by their signatories and constitutes a legal, valid and binding obligation of both Company and Consultant enforceable against each other in accordance with its terms.

WE HAVE READ THE FOREGOING AGREEMENT AND HEREBY AGREE TO AND ACCEPT EACH AND ALL OF THE PROVISIONS

Marz Sprays LLC.

By: [COMPANY]

Name: [NAME]

Title: [TITLE]

FALLEN LEAF MEDIA, LLC

By: Fallen Leaf Media, LLC.

Name: Christopher Laub

Title: Owner

EXHIBIT A

SCOPE OF SERVICES

Objectives

This brief is intended to be a general overview of how I would help Marz Sprays achieve the objectives we discussed on our previous call, including:

  • Engage in survey and phone-based market research for the purpose of identifying your market’s pain points / desires, and how Marz Sprays can position itself in the marketplace to stand out
  • Improve conversion rates on front-end lead generation pages
  • Increase number of email leads captured from organic website traffic
  • Improve conversion rates on product sales pages
  • Identify and test various paid traffic sources for the purpose of capturing more leads and generating more sales in a way that can be scaled
  • Build and optimize a comprehensive sales funnel that nurtures cold leads (email subscribers acquired through paid traffic) into paying customers and repeat buyers
  • Maximize email solo ad traffic, and increase the efficiency of dealing with and scaling to a larger number of solo ad partners

Deliverables

Market Research

  • Development and execution of two (2) market research surveys (one to buyers, one to non-buyers)
  • Follow up phone calls to a minimum of 25 willing respondents for further market research purposes
  • Analysis of Facebook Website Custom Audience data
  • Two (2) hours phone time with relevant company executives and/or sales staff for market research purposes
  • Multi-page PDF report outlining what was discovered during the market research phase and recommendations for moving forward

Positioning Overhaul

  • Analyze strengths and weaknesses in Marz Sprays direct competitors
  • Identify holes in the marketplace Marz Sprays could potentially fill in
  • Define what Marz Sprays stands for and, in particular, stands against
  • Develop a concise, one sentence Unique Selling Proposition that clearly conveys what Marz Sprays stands for, stands against, and why people should choose you over all other competitors
  • Define Marz Sprays customer avatar / Ideal Buyer, including demographics, behaviors, values, psychographics, etc.

Sales Funnel Development*

  • Identify a minimum of three (3) potential paid traffic sources
  • Does not include campaign set up or ongoing paid traffic management
  • Creation of one (1) sales funnel blueprint (design), to be agreed upon before development
  • Creation of one (1) segmentation quiz for front-end lead generation
  • Survey Gizmo software starts around $15-25/month; not included
  • Copywriting for all aspects of sales funnel and quiz development, including:
  • Two (2) retargeting landing pages (don’t take quiz; take quiz and opt-in but do not buy)
  • Quiz homepage
  • Email autoresponders (see below)
  • Slim product sales page
  • Paid ad copy (Facebook ads, Banner ad copy, etc.)
  • Advanced retargeting setup and optimization
  • Includes strategic pixel placement and optimization of retargeting landing pages
  • *Does not include graphic design / web programming for creation of new sales funnel pages and/or modification of existing pages

Email Autoresponder Campaign*

  • Creation of three (3), 8-part email autoresponder sequences
  • One for the Slim product line; one for all products (generic); one to encourage repeat purchases from new buyers
  • Creation of one (1) 5-part reactivation email autoresponder sequence
  • Designed to reactivate past buyers and encourage new / repeat purchases
  • *Includes uploading text based emails to Marz Sprays existing campaigns; does not include campaign build-out in advanced email marketing providers, i.e. InfusionSoft, Active Campaign, etc.

Email Capture Optimization*

  • Creation and placement of one (1) professional lead capture device (lightbox pop-up, etc.)
  • Creation of one (1) professional lead magnet (informational report, eBook, etc.) to be offered in exchange for the visitor’s email address
  • Creation of two (2) lead magnet titles and covers for ongoing A/B split-testing
  • Shopify plugin $5/month; not included

Ongoing A/B Split Testing

  • Use of Visual Website Optimizer or other similar split-testing tool*
  • Ongoing A/B split testing and optimization of: email capture forms, lead generation pages, sales pages, and other profit-related KPIs
  • *Split-testing tools typically start around $49/month; not included

Solo Ad Campaign Expansion

  • Creation of one (1) media kit to be used for reaching out to potential solo ad partners
  • To include basics on Marz Sprays product line, performance numbers/case studies of past partners who have mailed for you, and a minimum of eight (8) email swipes potential partners can use.
  • Development of Outreach Program designed to systematically acquire new solo ad partners
  • Includes email outreach templates and tracking spreadsheet

Marketing Consulting

  • Twice/week, thirty minute marketing consultation (phone/video Skype)
  • Unlimited email support (one-business day TAT guaranteed)

Guaranteed Deadline Delivery

  • I personally guarantee all projects will be delivered by mutually agreed upon deadlines or I will refund 5% of my fee for every 24-hour period the deliverable is late

Reporting*

  • Once/month Progress Report
  • Covers progress on deliverables and the plan of attack for the following month
  • Once/month KPI Report
  • Covers all relevant marketing and sales numbers, separated by media, including performance improvements relative to prior months and projections for the upcoming month
  • *Assumes necessary data is made available to me for reporting

Structure of Relationship

Under this agreement I am offering my Copywriting and Sales Funnel Engineer services on one-time basis with the option to convert into an ongoing retainer position upon completion.

I will work with the executives at Marz Sprays LLC. to develop mutually agreed upon deadlines for any and all projects we are working on. Deliverables of a “rolling” or ongoing nature will be executed on and monitored continually.

Timeline

Estimated time to completion: seven (7) weeks.

Fees

$8,375*

*50% due immediately, 50% due after seven (7) weeks.

EXHIBIT B

ASSIGNMENT

FALLEN LEAF MEDIA, LLC for value received, hereby assigns all right, title and interest in and to any and all ownership rights to any and all materials he has developed, produced, created, edited, drafted or otherwise delivered and received or, may in the future, develop, produce, create, edit, draft, or otherwise deliver as a result of or incident to its work as a Consultant to and for Marz Sprays LLC. (and its affiliates) (the “Work”). This assignment includes all copyrights, and the right to secure copyright protection in the United States and all other countries of the world, and all present and future rights of every kind pertaining to such Work, whether or not such rights are now known, recognized, or contemplated. Contractor further assign all renewals of copyright and the right to renew and secure renewals of copyright, in all countries, in such Work and in all versions made pursuant to this agreement.

Further, all of the concepts, ideas and materials that have been developed, produced, created and/or delivered are works for hire under all applicable laws, and no claim shall be made under this Agreement or otherwise to any right, title or interest to them.