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Terms of Agreement:VIDEO OPTIMIZE PROFESSIONAL SERVICES AGREEMENT 1. SCOPE OF WORK: COMPANY does hereby retain and engage CONTRACTOR in his/her professional capacity to provide the following services the creation of videos, lead pages, and other content to help market COMPANY, and/or other services as agreed to on a project-by-project bases. CONTRACTOR shall be an independent contractor and shall be solely responsible for payment of all taxes and/or insurance as required by federal law and state law. 2. PERIOD OF PERFORMANCE: Either party may terminate this agreement upon notice to the other. The duties of confidentiality shall remain in effect after termination. 3. COMPENSATION: COMPANY shall compensate CONTRACTOR as follows: ______________________________________________________________________ ______________________________________________________________________ 4. OWNERSHIP OF WORK PRODUCT/INTELLECTUAL PROPERTY: All patentable and unpatentable inventions, discoveries, ideas, source code, materials, and other intellectual property which are developed by CONTRACTOR for COMPANY under the terms of this AGREEMENT shall belong exclusively to COMPANY and COMPANY shall be the sole owner of all copyrights, patents, inventions, discoveries and trade secrets in the same, including the right to change, edit, and distribute same throughout the world. 5. COFIDENTIAL INFORMATION: COMPANY agrees to make available to CONTRACTOR such information as is necessary for the fulfillment of the AGREEMENT. CONTRACTOR agrees to accept and hold CONFIDENTIAL INFORMATION obtained from COMPANY in confidence at all times during and after the termination of this AGREEMENT. CONTRACTOR shall not use nor disclose such information, unless, until and the extent COMPANY shall consent thereto in writing, or such information, known-how, inventions, discoveries, and ideas are or shall become generally available to the public, or such a disclosure is otherwise required by law. 6. THIRD PARTY OBLIGATIONS: CONTRACTOR hereby represents to COMPANY that CONTRACTOR does not have any express or implied obligation to a third party which in any way conflicts with any of CONTRACTOR’s obligations under this agreement. Where applicable, CONTRACTOR also represents that all employees and independent contractors that CONTRACTOR employs to do work for COMPANY are also bound to all of the provisions herein, and CONTRACTOR agrees to provide such evidence upon request. 7. RETURN OF COMPANY MATERIALS: All written information, source code, drawings, documents and materials prepared by CONTRACTOR in the course of CONTRACTOR’s services hereunder shall be COMPANY’s sole and exclusive property, and will be delivered to COMPANY at any time upon request, and in any event no later than promptly after expiration or termination of this Agreement, together with all written information, drawings, documents and materials, if any, furnished by COMPANY to CONTRACTOR in connection with CONTRACTOR’s services hereunder and not consumed by CONTRACTOR in the performance of such services. 8. WARRANTIES AND LIABILITY OF CONTRACTOR: In performing the work under this Agreement, Contractor shall only use authorized materials in the content created for the Company, and shall not use the copyrighted works of third parties unless the Contractor has obtained the necessary written permission from the copyright owner and provides such evidence of permission to Company. Contractor shall indemnify and hold Company harmless from liability that Company is exposed to as a result of Contractor knowingly performing an illegal act while performing the work under this Agreement, or by the Contractor intentionally including the copyrighted materials of third parties in the work produced for the Company. Other than these provisions and obligations stated herein, there are no other warranties being made by Contractor to Company that the work produced by Contractor for Company will produce any particular result. Company acknowledges that its use of the work produced by the Contractor at its own risk, and that the work may or may not result in increased sales or other benefits for Company. 9. WARRANTIES AND LIABILITY OF COMANY: Except for liability scenarios where Contractor owes a duty to indemnify Company as described herein, the Company shall indemnify and hold Contractor harmless from any and all liability resulting from Company’s use of the work produced by Contractor under this Agreement. 10. JURISDICTION AND DIPUTIES: Any and all claims and actions arising out of the Agreement shall be exclusively arbitrated in Los Angeles County, State of California, in accordance with the then prevailing Rules & Regulations of the American Arbitration Association, which proceedings shall be final and binding, and strictly confidential. 11. AGREEMENT BINDING ON SUCCESSORS: This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns. 12. WAIVER: No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement. 13. SEVERABILITY: If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement. 14. INTEGRATION: This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith. 15.AUTHORITY TO OPEN ACCOUNTS AND COMPANY COOPERATION: As part of the services provided by Contractor to Company under this Agreement, Contractor shall have the authority of Company, which is hereby given specifically by Company to Contractor, to open accounts on Company's behalf at and/or with websites, companies and businesses, including but not limited to the following: MySpace, You Tube, Google Video and other like sites and/or portals and communities. Contractor shall determine, in the exercise of its sole discretion, which outlets or sites to use in connection with any said company accounts. Company agrees to cooperate with Contractor in providing necessary and helpful information and content, which is true, accurate and current information, including personal information (such as legal name and date of birth), in order to open said accounts. Company certifies that it has the legal right to use all information, names, trademarks and search terms it provides Contractor or includes in its Social Media Content and ads. 16. EXCLUSIVITY: Contractor agrees to full exclusivity with Company for Company’s niche market and geo-targeted location(s).

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"Video Optimize is a company that has it together. This has set us apart from other companies in the marketplace. When we signed up I was looking for a way to boost sales. In the first week we dominated the front page and 2 days later I got a phone call and the exciting part is they’ve spent over $100,000 with us. This has turned us around and got our cash flow and our business flowing. This is the biggest swing my business has ever taken as far as sales and marketing."
Matt Eslick - President, Elegant Landscapes, Inc.

"I used to spend $25,000 a year on yellow page advertising and it never paid for itself ever in 8 different books. I contracted with Video Optimize and got myself into 20 cities and I am now grossing over $50,000 per month."
Cory and Gary Jacoby - Los Angeles, Jacoby Company

"Thank you, Thank you so much!!! My life is forever changed. As a direct result of my Video Optimize Campaign I’ve acquired over 50 new Clients, and put an extra $150,000.00 in my pocket in under 6 months."
Kyle Krupnick - Kyle’s Computer Services

"Our market share has tripled because of Video Optimize with outstanding quality leads. I’ve spent 3 times the monies with other companies and gotten not even 1/10th result. I am getting bombarded with calls more than 10 a day. I am dealing with better clients and our video educates them before I even show up. The clients are pre-sold in a way! I’ve spent no other money on advertising since finding Video Optimize. This works, it’s awesome, and it’s the best advertising I’ve ever made for my business."
Craig - Smart Grass

"Video Optimize has boosted me from a non-existent Internet Presence to dominating many and often times most of the listings on page 1 of Google and Yahoo. I see myself on the first page without having to pay $1000’s of dollars for those sponsored listings."
Tom Maman - Los Angeles CA, Prestige Remodel

"I’ve been using Video Optimize for about a year now and I’ve completely changed my marketing strategy. I used to spend at least $500 per month on Google Ad Clicks. I’m not doing that any more it’s all been free and I’ve been getting about 15 calls a day so it’s well worth it believe me."
Chris Hayman - Los Angeles, Earth Design Landscaping