Mutual NDA &
Master Engagement Agreement
This Agreement governs the engagement between AllgoodSEO, LLC d/b/a Allgood Marketing, a Florida limited liability company ("Agency"), and the individual or entity completing the signup form ("Client"). The Agreement becomes effective when Client checks the acceptance box and submits payment information (the "Effective Date") and sets the terms for scope, payment, confidentiality, HIPAA/BAA obligations, working hours, termination, and dispute resolution.
Key Terms at a Glance
1. Services
Agency will provide the digital marketing services described on the signup page or Statement of Work selected by the Client (the "Services"). Services may include search engine optimization (SEO), paid media, content development, web hosting and maintenance, social media management, and related strategic consulting, as applicable to the engagement tier or Statement of Work.
Agency may use its own personnel, contractors, and proprietary tools (including AI agents and automation) to deliver the Services. Ownership of deliverables transfers to Client upon payment in full for the month in which they were produced. Agency's pre-existing intellectual property, tools, frameworks, templates, code, and methodologies remain Agency's sole property.
2. Fees & Payment Terms
2.1 Monthly Fee
The recurring monthly fee is as displayed on the tier signup page Client selected at the time of signup. Fees are billed in advance via Stripe on a calendar-month basis.
2.2 Billing Schedule
No charge is processed at signup. The first monthly fee is automatically charged on the first (1st) calendar day of the month immediately following the Effective Date, and on the 1st day of every calendar month thereafter, until terminated under Section 3. Client's payment method is captured and verified at signup but not charged until that date.
2.3 Payment Methods
All payments are processed by Stripe, Inc. via credit card or US bank ACH selected by Client. Agency does not accept checks. Client authorizes Agency and Stripe to charge the selected payment method on the 1st day of each calendar month until cancellation in accordance with Section 3.
2.4 Late Payments
Payments more than seven (7) days past due may result in suspension of Services until the account is brought current. A late fee of one and one-half percent (1.5%) per month (or the maximum allowed by law, whichever is lower) may be applied to overdue balances.
2.5 Ninety-Day Review
After the first ninety (90) days following the Effective Date, the Parties will conduct a good-faith review to discuss results, expanded scope, additional services, and any monthly fee adjustments. Any change to the monthly fee or scope will be documented in writing (email is sufficient) and acknowledged by both Parties before taking effect.
2.6 Third-Party & Pass-Through Expenses
Agency's monthly fee covers Agency's services and labor only. It does not include third-party costs incurred to deliver the Services, including: (a) paid media spend (Google Ads, Meta, LinkedIn, and similar); (b) software licenses or premium tool subscriptions purchased specifically for Client; (c) stock photography, video, or music licenses; (d) freelance specialist work outside Agency's in-house capabilities; and (e) hosting, domain registration, or third-party platform fees. Client shall either fund these costs directly (preferred) or reimburse Agency at cost on the next invoice. Agency will obtain Client approval before incurring any single pass-through expense exceeding five hundred dollars ($500). Agency will also obtain Client approval before pass-through expenses in any calendar month would, in the aggregate, exceed one thousand dollars ($1,000), excluding paid media spend that Client funds directly.
3. Term & Termination
3.1 Term
This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated as provided herein. There is no long-term contract, no minimum commitment, and no annual term.
3.2 Termination for Convenience — 30-Day Notice
Either Party may terminate this Agreement by providing thirty (30) days' written notice via email to the other Party. The notice period begins on the date the email is received by the other Party. Email notice may be sent to contact@allgoodmarketing.com (to Agency) or to the Client's email address on file (from Agency).
3.3 Save Period
During the thirty (30) day notice period, Agency shall have the opportunity to address Client's concerns, present alternative solutions, and attempt in good faith to retain the engagement. Client agrees to engage in at least one (1) good-faith conversation with Agency during this window. If the issues are not resolved to Client's satisfaction by the end of the thirty (30) day period, the Agreement will terminate.
3.4 Effect of Termination
Client remains responsible for any fees accrued through the effective termination date. Agency will deliver any work product paid for in full and will reasonably cooperate with the transition of accounts and assets to Client or Client's successor agency. All advertising, analytics, social media, hosting, and domain accounts established for the Services shall be created in Client's name and owned by Client.
3.5 Termination for Cause
Either Party may terminate this Agreement immediately for material breach if the breaching Party fails to cure the breach within fifteen (15) days of receiving written notice describing the breach.
3.6 No Refunds for Partial Months
All monthly fees are billed in advance and are nonrefundable. If termination becomes effective mid-cycle, Client shall not be entitled to a refund of any portion of the then-current month's fee, and Agency shall not be obligated to provide credits or pro-rata adjustments. The Parties may agree in writing to a different arrangement for a specific termination.
4. Working Hours & Availability
4.1 Standard Hours
Agency's standard working hours are Monday through Friday, with weekends off (Saturday and Sunday). Agency observes US federal holidays.
4.2 Minimum Weekly Hours
Agency commits to dedicating a minimum of fifteen (15) hours per week to the performance of the Services under this Agreement, measured as a rolling weekly average across each calendar month. Hours include strategy, execution, reporting, account management, and any other work performed by Agency personnel, contractors, or proprietary tools on Client's behalf. The minimum does not apply during weeks containing US federal holidays, approved Agency leave, or any period in which Client materially delays providing access, approvals, assets, or information reasonably required to perform the Services (in which case the minimum is tolled for the affected period).
4.3 Weekly Hour Cap
Agency is not required to perform more than forty (40) hours of work per week under this Agreement. Work beyond forty (40) hours in a given week is at Agency's sole discretion and may be billed at an additional rate to be agreed in writing.
4.4 Response Times
Agency will use commercially reasonable efforts to respond to Client communications within one (1) business day during standard working hours.
5. Mutual Confidentiality & Non-Disclosure
5.1 Confidential Information
Each Party ("Receiving Party") may receive non-public, confidential, or proprietary information from the other Party ("Disclosing Party"), including but not limited to business plans, financials, patient or customer data, marketing strategies, pricing, processes, methodologies, software, account credentials, and trade secrets ("Confidential Information").
5.2 Mutual Obligation
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use Confidential Information solely for the purpose of performing or receiving the Services under this Agreement.
5.3 Permitted Use for Case Studies & Marketing
Notwithstanding Section 5.2, Agency may publish, share, or promote the results, performance metrics, and outcomes of the Services (including growth percentages, lead volume, ROI figures, organic traffic gains, and conversion improvements), and may reference Client by name or logo, on Agency's website, social media, sales decks, case studies, and marketing materials only with Client's prior written approval, which Client may grant or withhold in its sole discretion. This approval requirement applies to any use of Client's name or logo and to any results, metrics, or outcomes, whether attributed or anonymized. Aggregated, de-identified results do not include any PHI or individually identifiable information (see Section 6).
5.4 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is independently developed without reference to the Disclosing Party's information; or (d) is required to be disclosed by law, court order, or regulatory authority, with prompt notice to the Disclosing Party where legally permitted.
5.5 Survival
The confidentiality obligations in this Section 5 survive termination of this Agreement for a period of three (3) years, except for trade secrets, which are protected for as long as they qualify as trade secrets under applicable law.
6. HIPAA & BAA Compliance
6.1 Recognition of Sensitive Data
Client may operate in a regulated industry (including but not limited to healthcare, behavioral health, addiction treatment, mental health, dental, or specialty medical practice) and may handle Protected Health Information ("PHI") as defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by HITECH and related regulations.
6.2 No Public Disclosure of PHI
Agency agrees that it will not disclose, publish, or share any Protected Health Information, patient information, client personal information, or individually identifiable client data with the public, third parties, or in any marketing material, regardless of source. Aggregated, de-identified results (as permitted under Section 5.3) do not include any PHI or individually identifiable information.
6.3 Business Associate Agreement (BAA)
If Agency's performance of the Services requires access to, creation of, receipt of, maintenance of, or transmission of PHI on Client's behalf, the Parties will execute a separate Business Associate Agreement (BAA) in compliance with 45 CFR 164.502(e) and 164.504(e) prior to such access. The BAA, once executed, is incorporated into this Agreement by reference. In the event of a conflict between this Agreement and the BAA with respect to PHI, the BAA controls.
6.4 Safeguards
Agency will implement and maintain reasonable administrative, physical, and technical safeguards to protect Client's Confidential Information and any PHI accessed in the course of the Services, consistent with industry best practices and the requirements of the BAA where applicable.
6.5 Breach Notification
Agency will notify Client without unreasonable delay, and in any event within five (5) business days, upon becoming aware of any unauthorized access, use, or disclosure of Client's Confidential Information or PHI.
7. Client Responsibilities
Client agrees to: (a) provide timely access to accounts, assets, and information required to perform the Services; (b) review and approve deliverables within a reasonable timeframe (typically five business days); (c) make payments when due; (d) comply with all applicable laws and platform terms of service (Google, Meta, LinkedIn, etc.); and (e) ensure that any data provided to Agency, including any PHI, is shared consistent with the executed BAA where applicable.
8. Warranties & Disclaimers
Agency warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Agency does not guarantee specific results, rankings, traffic volumes, lead counts, conversion rates, or revenue outcomes. Digital marketing results depend on many factors outside Agency's control, including search engine algorithms, ad platform changes, market conditions, and Client's own operations.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Any performance guarantee offered on a specific signup page (for example, a 30-day qualified-inquiries guarantee) is governed by the specific terms displayed on that page and is incorporated into this Agreement by reference.
9. Limitation of Liability
Except for breaches of confidentiality (Section 5), HIPAA and BAA obligations (Section 6), or indemnification obligations (Section 12), neither Party will be liable for indirect, incidental, consequential, special, or punitive damages, even if advised of the possibility of such damages. Agency's total cumulative liability under this Agreement shall not exceed the total fees paid by Client to Agency in the three (3) months immediately preceding the claim.
10. Independent Contractor
Agency is an independent contractor. Nothing in this Agreement creates an employer/employee, partnership, joint venture, or agency relationship between the Parties. Neither Party has authority to bind the other.
11. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. The Parties agree to first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in Sarasota County, Florida, under the rules of the American Arbitration Association. The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.
12. Indemnification
12.1 By Client
Client shall indemnify, defend, and hold harmless Agency and its officers, employees, contractors, and affiliates from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of: (a) Client's products, services, or business operations; (b) content, claims, or representations Client provides or approves for use in marketing materials; (c) Client's violation of any law, regulation, or platform terms of service; or (d) Client's breach of this Agreement.
12.2 By Agency
Agency shall indemnify, defend, and hold harmless Client from and against any third-party claim that Agency's original work product (excluding Client-supplied materials, third-party platforms, and any modifications made by Client or others) infringes a valid United States copyright or trademark.
12.3 Procedure
The indemnified Party shall promptly notify the indemnifying Party of any claim, allow the indemnifying Party to control the defense and settlement, and cooperate reasonably at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense.
13. Non-Solicitation of Personnel
13.1 Restriction
During the Term and for twelve (12) months after termination, Client agrees not to directly or indirectly solicit, hire, or engage as an employee, contractor, or consultant any individual employed or contracted by Agency at any time during the Term, without Agency's prior written consent.
13.2 Liquidated Damages
If Client breaches this Section, Client agrees to pay Agency an amount equal to one hundred percent (100%) of the affected individual's annual compensation as liquidated damages, recognizing that actual damages would be difficult to calculate.
13.3 Exception
This Section does not restrict Client from responding to a general public job posting not specifically directed at Agency's personnel.
14. Force Majeure
14.1 Excused Performance
Neither Party shall be liable for delay or failure to perform (other than the obligation to pay amounts already due) caused by events beyond reasonable control, including acts of God, natural disasters, fire, flood, war, terrorism, civil unrest, government action, labor disputes, pandemic or epidemic, internet or utility outages, or material changes to or outages of third-party platforms (such as Google, Meta, or hosting providers).
14.2 Notice and Mitigation
The affected Party shall promptly notify the other Party of the force majeure event and use commercially reasonable efforts to mitigate its impact. If a force majeure event continues for more than sixty (60) days, either Party may terminate this Agreement upon written notice without further liability, except for amounts already due.
15. General Provisions
15.1 Electronic Signature
Client acknowledges that by checking the acceptance box and submitting the signup form, Client is electronically signing this Agreement under the federal E-SIGN Act (15 U.S.C. §§ 7001–7031) and the Florida Uniform Electronic Transactions Act. Client agrees such electronic signature has the same legal effect as a handwritten signature. A timestamped record of acceptance, including the Client's name, email, IP address, and the version of this Agreement signed, is captured at submission and retained by Agency. A copy is delivered to the Client in the confirmation email sent after signup.
15.2 Entire Agreement
This Agreement, together with the terms displayed on the signup page Client selected and any executed Statement of Work or BAA, constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements on the subject matter.
15.3 Amendments
Any modification must be in writing and acknowledged by both Parties. Email acknowledgment with both parties on the thread is sufficient. Electronic signature on a successor version of this document is also acceptable.
15.4 Notices
All notices, including termination notices under Section 3.2, shall be sent by email to contact@allgoodmarketing.com (to Agency) or to the Client's email address on file (from Agency) and are effective upon receipt.
15.5 Assignment
Neither Party may assign this Agreement without the other Party's prior written consent, except that Agency may assign to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets.
15.6 No Waiver & Severability
Failure by either Party to enforce any provision does not waive future enforcement of that provision or any other. If any provision is held unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions remain in full force and effect.
15.7 Counterparts
This Agreement may be executed in counterparts and by electronic signature (including via the signup form's acceptance checkbox, DocuSign, or similar platforms), each of which is deemed an original and which together constitute one instrument.
By checking the acceptance box on the signup form and submitting payment information, Client electronically signs and agrees to this Agreement in its entirety, including all sections above.
A copy of this Agreement, along with the Client's signature record (name, email, IP, timestamp, and version), will be included in the confirmation email sent to the Client upon successful signup. Client should retain that email as proof of the signed Agreement.