Please Read Carefully:

PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is entered into by and between:

Platform Marketing Firm, a digital marketing agency with its principal place of business at [92 Hillside Dr, Norton, WV 26285] (hereinafter referred to as "Platform"),

and

Mountain State Structures, a custom storage solutions company with its principal place of business at 25 Country Club Road, Elkins, WV 26241 (hereinafter referred to as "Client" or "Mountain State Structures"),

Collectively referred to as the "Parties."

1. Purpose of Agreement

The purpose of this Agreement is to define the terms and conditions under which Platform will deliver digital marketing, advertising, automation, and content services to Mountain State Structures.

2. Scope of Services

Platform shall provide the following services to Mountain State Structures under the Growth Package:

• Website Hosting & Maintenance
  Platform will provide hosting services (billed separately at $1,000 per year) and light website maintenance, including updates, plugin management, and minor content changes.
  

• CRM Setup with Custom Domain Email and Business Phone Number
  Platform will configure a CRM accessible via desktop and mobile applications, including a custom business email address and business phone number integration.
  

• Optional Point of Sales System Setup
  Platform can set up a point-of-sales system enabling direct payments, pay-over-time options, and alternative financing solutions if requested.
  

• Reputation Management – $150/mo
  Setup of a review generation system including Google and Facebook integration, along with up to two (2) review outreach campaigns per month via email and/or SMS.
  

• Support & Strategy – $100/mo
  Monthly performance summary report with basic analytics overview and one support call or meeting as needed.
  

• Product Management (Moderate) – $500/mo
  Daily (Monday-Friday) uploads and removals of product listings, including writing product descriptions, categorization, and tagging as necessary.
  

• Automation (Systems) – $300/mo
  Build and manage lead capture forms, segmented customer follow-up automations, and quote reminder systems within the CRM.
  

• Meta and Google Ads Campaign Management – $500/mo (Ad Spend Not Included)
  Management of two (2) active advertising campaigns per platform per month, including ad creative development, audience targeting, budget allocation advice, and A/B testing optimization.
  

• Social Media Boost – $750/mo
  Creation and posting of four (4) branded posts per week on Facebook and Instagram, including graphic design, caption writing, story templates, and hashtag optimization.
  

• Video Content (Light) – $300/mo
  Production of two (2) edited videos per month, focusing on promotional content, customer testimonials, structure walkthroughs, or facility tours.
  

• SEO Content – $200/mo
  Delivery of two (2) SEO-optimized blog articles per month, designed to drive search engine visibility, website engagement, and organic lead generation.
  

Note:
All services are inclusive of the monthly fee unless otherwise specified. Ad campaign media budgets (Google and Meta) are billed separately by the respective platforms and are the sole responsibility of the Client.

3. Term and Termination

This Agreement shall commence upon the date of final signature by both Parties and shall continue for an initial term of [Insert Term: e.g., 6 months]. Thereafter, the Agreement shall automatically renew on a month-to-month basis unless terminated as set forth below.

Termination by Either Party:

Either Party may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice to the other Party.

• Upon providing notice of termination, both Parties agree to complete any in-progress deliverables, obligations, and transitions necessary during the notice period.
  

• Services and billing will continue through the 30-day notice period unless otherwise mutually agreed in writing.

Outstanding Payments:

Upon termination:

• All unpaid invoices for Services performed up to the effective date of termination shall become immediately due and payable.
  

• If pre-paid amounts exist, Platform shall apply any unused portion toward outstanding deliverables, with any remaining credit, if applicable, refunded within thirty (30) days.

Termination for Breach:

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) business days after receiving written notice specifying the breach.

Survival:

Sections related to confidentiality, intellectual property, limitation of liability, indemnification, and payment obligations shall survive termination of this Agreement.

4. Fees and Payment

The Client agrees to pay Platform the sum of $2,250 USD per month for the services listed in Section 2.

• Invoices will be issued monthly, in advance.
  

• Payment is due within five (5) business days of invoice receipt.
  

• Late payments may incur a 5% monthly late fee on any outstanding balances.
  

• Annual website hosting will be invoiced separately at $1,000 per year.

Ad campaign spend budgets are billed directly to the Client's payment method and are not included in the Platform service fee.

5. Confidentiality

Each Party acknowledges that during the course of this Agreement, it may receive or have access to information that is confidential, proprietary, or otherwise not publicly available (“Confidential Information”) belonging to the other Party.

Accordingly:

• Obligations:
  Each Party agrees to maintain the confidentiality of all Confidential Information and to use it solely for the purpose of fulfilling obligations under this Agreement. Neither Party shall disclose any Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need to know such information and are bound by confidentiality obligations at least as protective as those contained herein.
  

• Definition of Confidential Information:
  Confidential Information includes, but is not limited to, business strategies, financial information, customer data, marketing plans, creative assets, proprietary technology, CRM data, passwords, and any other non-public information disclosed in any form.
  

• Exclusions:
  Confidential Information does not include information that:
  (a) is or becomes publicly known through no breach of this Agreement;
  (b) is lawfully received from a third party without restriction;
  (c) is independently developed without use of or reference to the Confidential Information.
  

• Duration:
  The confidentiality obligations under this section shall survive for two (2) years after the termination or expiration of this Agreement.
  

• Remedier:
  Both Parties acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which monetary damages alone may be an insufficient remedy. In such cases, the disclosing Party shall have the right to seek injunctive or equitable relief, in addition to any other available legal remedies.
  

We enter into this Agreement in good faith, with the expectation that both Parties will honor the trust and discretion that professional partnerships require.

6. Intellectual Property

Upon full payment, the Client shall own all original creative deliverables produced under this Agreement, including ad creatives, videos, SEO articles, and CRM automation systems.

Platform retains the right to use non-confidential campaign results, designs, and performance data for its marketing portfolio.

7. Independent Contractor Relationship

Platform shall perform all services under this Agreement as an independent contractor and not as an employee, partner, joint venturer, or agent of the Client.

Accordingly:

• Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.
  

• Platform retains full control over the manner and means by which the Services are performed, including, but not limited to, the method, timeline, and personnel used to deliver the Services.
  

• Client shall have no authority to bind Platform to any contractual obligations, and Platform shall have no authority to bind Client without prior written consent.
  

• Platform is solely responsible for payment of all income taxes, self-employment taxes, business registrations, insurance, and any other obligations applicable to its business operations and personnel.
  

• No benefits, including health insurance, paid vacation, or retirement benefits, will be provided to Platform or its personnel by the Client.
  

Both Parties acknowledge that a collaborative and communicative relationship is important to success, but each Party operates independently, with mutual respect for their separate businesses and responsibilities.

8. No Performance Guarantees

Platform agrees to perform all Services under this Agreement using reasonable skill, care, and professional diligence.

However, Client acknowledges and agrees that:

• Marketing, advertising, and digital engagement outcomes are influenced by a wide variety of factors beyond the control of Platform, including — but not limited to — market trends, consumer behavior, platform algorithms, competitive actions, economic conditions, and seasonality.
  

• While Platform will apply industry best practices and tailor campaigns to the Client’s unique brand and goals, specific results such as lead volume, sales conversions, revenue growth, or website traffic levels cannot be guaranteed.
  

• Past performance does not guarantee future results, and no verbal or written representation made by Platform or its agents shall be construed as a promise or guarantee of future success.
  

Both Parties understand that marketing is an evolving, collaborative process, and success typically requires ongoing refinement, experimentation, and data-driven adjustments.

Platform’s commitment is to maintain open communication, provide honest feedback, share data insights, and work proactively with Client to improve and optimize results over time.

9. Limited Liability

While Platform will perform all Services diligently, professionally, and in good faith, the Parties acknowledge and agree that certain factors influencing marketing outcomes — including but not limited to market conditions, consumer behavior, seasonality, and platform algorithm changes — are outside of Platform’s control.

Accordingly:

• Platform makes no guarantee of specific results, such as a certain number of leads, sales, or revenue increases.
  

• Client understands that marketing is an ongoing process and that results may vary month-to-month based on numerous factors.
  

• In no event shall Platform be liable to Client for any indirect, incidental, consequential, special, or punitive damages (including lost profits or lost business opportunities) arising from or related to the services provided under this Agreement, even if advised of the possibility of such damages.
  

• Platform’s maximum aggregate liability for any claim under this Agreement shall be limited to the total amount of service fees paid by Client to Platform during the six (6) months immediately preceding the event giving rise to the claim.
  

• Both Parties agree to work together in a spirit of collaboration, transparency, and continuous improvement to maximize the effectiveness of the services provided.

This section is intended to promote a balanced, fair, and mutually beneficial relationship based on trust and realistic expectations.

10. Amendments

No modification of this Agreement shall be valid unless made in writing and signed by both Parties.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.