Simulation Dynamics Fractional CMO

Introduction

Thank you for choosing Epic Nine as your partner to help accomplish your organization’s mission. We look forward to a long relationship with Simulation Dynamics.

We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or large passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safety of both parties, now and in the future.

You (Simulation Dynamics Inc., also referred to in this contract us “You” and “Client”) are hiring us (Epic Nine LLC) to serve as your Fractional CMO.

What do all parties agree to do?

As our customer, you have the power and ability to enter into this contract on behalf of your company or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign-off approval in a timely manner too. Deadlines work two ways and you will also be bound by any dates that we set together. You also agree to stick to the payment schedule set out at the end of this contract.

We have the experience and ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way we will endeavor to meet all the deadlines set but we can’t be responsible for a missed launch date or a deadline if you have been late in supplying materials or have not approved or signed off our work on-time at any stage. On top of this, we will also maintain the confidentiality of any information that you give us.

Fractional CMO Responsibilities

As your Fractional CMO provider, we will appoint one person from our team to be integrated into your team and operate as a part of your leadership team. The Functional CMO’s primary responsibility will be to provide strategic marketing leadership and will perform the following duties:

• Attend weekly leadership meetings
• Attend other meetings as needed and as schedules allow
• Develop marketing plans for each brand within your organization and modify them as needed throughout the term of this agreement
• Oversee the implementation of these marketing plans throughout the term of this agreement
• Work with the executive team to establish a marketing budget for each brand
• Provide reports on the progress of each marketing plan
• Help create new brands and concepts and develop marketing plans for them as needed
• Provide PR services
• Be the primary point person between you and us
• Assist with social media management
• Management of advertising

The Fractional CMO (FCMO) will not provide any creative production services (graphic design, web design, video, etc) directly. These services will be outsourced to Epic Nine LLC. We hold exclusive rights to any creative services with you during the term of this agreement. If You have existing agreements with other sources at the time that this agreement is signed, those can be carried out for the current term of that agreement.

Out of Scope

Things that do not fall within the terms of this agreement and for which monthly retainer cannot be applied:

• Full social media management
• Video production
• Print or promotional costs

FCMO Onboarding

In order to perform the needed CMO responsibilities effectively, the FCMO will need to be onboarded to the overall business of Simulation Dynamics as well as each brand you own. We propose this be carried out in the first month of this agreement. This will include:

• Reviewing revenue history and trends for each brand
• Interviews with each member of the team that is involved in the sales process
• Weekly leadership meetings
• Goal setting and marketing plan development
• Managing existing projects

General Terms

The FCMO will be allot 20 hours in the first month to be used as needed between the Simulation Dynamics brand for onboarding and discovery purposes. You agree to have a standing 60-120 minute meeting each week during the term of this agreement. If Epic Nine LLC and Simulation Dynamics agree that there is a need for additional hours on an ongoing basis, we may revise this agreement as needed. Likewise, if both parties agree that the full 12 hours per week is not needed, then we can revise this agreement with the new weekly schedule to start no earlier than 30 days after a revised agreement is signed.

We will do our best to accommodate meeting times, but we reserve the right to refuse Monday meetings as well as meetings without a week’s notice.

The time allotted below can also be used for design services on projects that have not already begun or been quoted. If additional time is needed in any given month, we will seek your approval before incurring any additional billable hours. Any time over the allotted time will be billed at $150/hour.

Simulation Dynamics will:

• Provide ccess to leads and any software used in current sales process
• Disclose revenue and expense reporting as needed
• Allow access to personnel as needed to perform marketing functions
• Include Epic Nine in all marketing decisions

Limitation of Liability

Epic Nine cannot be held liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of any marketing decisions by the Epic Nine FCMO or the Epic Nine team.

Termination and Renewal

Either party may terminate this Agreement prior to 3 months by providing sixty (60) days written notice to the other party prior to the end of the then-current term. If notice of termination is provided by Client but Epic Nine’s services extend past the termination date of the then-current term, then we will continue to provide those services as agreed upon. Termination of this Agreement does not affect other agreements Epic Nine and You have. This agreement will be renewed for an additional 3 months, once the initial 3 month term has passed, and then for every subsequent 3 month period.

Non-Solicitation and Non-Engagement

Client understands and agrees that Epic Nine LLC has incurred significant time and expense in providing the Fractional Chief Marketing Officer, hereinafter “FCMO” with specialized training, skills, and in creating the infrastructure to support and maintain FCMO services for Client and other Client’s served by the FCMO. Client understands that Solicitation and/or Engagement of the FCMO will lead to disruption of services and/or diminish the quality of services provided by Epic Nine LLC. As such, Client agrees and understands it is material to this agreement that Client shall not Engage and/or Solicit the FCMO or any other employee, or independent contractor providing FCMO services to Client through this agreement and/or the services of Epic Nine LLC during the term of this agreement and for one (1) year after the termination or completion of this agreement.

Liquidated Damages:

Client understands that the FCMO provides valuable services to not only this Client, but simultaneously to other clients, and that Solicitation and/or Engagement of an FCMO will lead to disruption of services and/or diminishment of the quality of services provide by Epic Nine LLC. Client understands and agrees that damages in the event of a breach of this Non-Solicitation and Non- Engagement provision are difficult to measure at this time and would be indeterminable or otherwise difficult to prove. Epic Nine LLC shall be entitled to $5,000.00 for each Solicitation Attempt in breach of this provision. Epic Nine LLC shall be entitled to $400,000.00 as liquidated damages for the Engagement of the FCMO employee or independent contractor in breach of this agreement. Client understands and agrees these amounts are damages and are not a penalty.

Definitions:

Solicit/Solicitation: Shall mean to directly or indirectly induce or attempt to induce, recruit, contract with, seek to hire or hire away, engage as an employee or independent contractor, induce or attempt to induce or enter into any business relationship with any employee or independent contractor providing FCMO services to client through Epic Nine LLC or the services provided pursuant to this agreement.

Solicitation Attempt: Each Solicitation shall be considered a separate attempt to Solicit for each contact greater than twelve (12) hours apart from the original or previous Solicitation or Solicitation Attempt. Multiple contacts within a single twelve (12) hour period shall be considered one Solicitation Attempt, whereas continuous or multiple contacts for a period of thirteen (13) hours shall be considered two Solicitation Attempts and shall accrue Solicitation Attempts for each twelve (12) hour period.

Engage/Engagement: Shall mean to engage, employ, hire, or contract with the FCMO, or the employee or independent contractor providing Client FCMO services through Epic Nine LLC for the term of this contract agreement and for one (1) year after termination or completion of this agreement.

This Agreement constitutes the entire agreement and understanding between the Epic Nine LLC and the Simulation Dynamics Inc. with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

Digital Ads

You are agreeing to the following terms for your digital advertising campaign. We will send you items for approval 5 business days in advance of post or use date.  We will send you a reminder leading up to that 5 business days.  In the event that you do not approve, we are not responsible for delays or missed opportunities.  If it is not approved within the aforementioned 5 business days, it is automatically not approved. If creative assets are not delivered to us based on an agreed upon timeline, then we cannot guarantee a campaign will start on time.  

The prices listed in the pricing section below are estimates and may vary from what you are actually charged. We guarantee that you will not be charged more than you budgeted or more or less than the CPM price below +/- 25%.

We agree to design any display and site retargeting ads for you. This agreement does not cover any video production for video advertising commercials or detailed video work for CTV, broadcast TV, etc. unless included in another section of this agreement.  If you supply any graphic or video assets, there may be additional fees if the files do not meet the standards of the platform where the content is to appear. We cannot be held liable for any costs associated with graphic design or video production for ads that are not able to run through this campaign.

All digital advertising campaigns created and managed by Epic Nine will be executed through Epic Nine’s advertising accounts. This approach ensures optimal campaign performance, streamlined reporting, and efficient management of ad spend. Client acknowledges and agrees that they will not have direct access to these advertising accounts. Epic Nine will provide regular, comprehensive reports on campaign performance and expenditure.

Projected CPMs for digital marketing include:

• $8-12 CPM for display/retargeting
• $30-50 CPM for LinkedIn ads

CPCs may vary.

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