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White Label NDA

NON-DISCLOSURE & WHITE LABEL SERVICE AGREEMENT

This Non-Disclosure and White Label Service Agreement ("Agreement") is entered into by and between:

Modern Business Marketing
1317 Edgewater Dr, Orlando, FL 32804
Phone: (866) 561-4614
("Service Provider")

and

1. Purpose

This Agreement governs the confidential and white-labeled relationship between the Agency and Service Provider, whereby Service Provider agrees to fulfill marketing services on behalf of the Agency, which will be presented as the Agency’s own work.

2. Confidentiality

Both parties agree to maintain the confidentiality of all non-public business information disclosed during the term of this Agreement, including but not limited to:

Client names and contact information
Strategies, designs, reports, or deliverables
Internal workflows, processes, and pricing structures

Confidential information shall not be disclosed to any third party without prior written consent and shall be used solely for purposes outlined in this Agreement. This obligation survives the termination of the Agreement.

3. White Label Terms

All services performed by Service Provider for the Agency’s clients shall be white-labeled and shall not bear Modern Business Marketing’s name, logo, or branding.
The Agency shall be the sole client-facing entity. Service Provider agrees to remain anonymous unless otherwise requested in writing by the Agency.
The Agency retains full client control and credit for all deliverables provided.

4. Non-Solicitation

Service Provider agrees not to:

Directly solicit, market to, or offer services to any client who is under an active contract, subscription, or service agreement with the Agency for any digital marketing, SEO, advertising, web design, or related service.
This restriction also applies to any client who was under such an agreement with the Agency within the past 12 months.

For the purposes of this Agreement, “client” is defined as any business or individual receiving services from, or actively engaged in discussions to receive services from, the Agency.

For the avoidance of doubt, nothing in this Agreement shall prohibit the Service Provider from conducting general public marketing, nor shall it restrict the Service Provider from entering into a business relationship with any client who independently initiates contact—provided that no confidential information from the Agency was used to target or solicit that client.

This clause shall survive termination of this Agreement for a period of 12 months.

5. Ownership of Work & Access Requirements

All materials, designs, content, strategies, campaigns, or other intellectual property created by the Service Provider for the Agency’s clients shall be the sole and exclusive property of the Agency. Service Provider waives any rights to claim authorship or ownership over said work.

To ensure timely delivery of services and fulfillment of all digital marketing obligations, the Agency agrees to provide the following access and information within seven (7) business days of entering into any agreement involving the following service categories:

General Access (Applies to SEO, Web Design, Paid Ads):

A generic Gmail or Google Workspace email address and password,
Associated Google Authenticator or 2FA backup access,
Manager-level or higher access to the client’s Google Business Profile,
Access to the client’s website, including any logins, subscriptions, or platforms related to SEO, performance tracking, or purchased services.

Paid Advertising Access:

For Facebook or Instagram Ads:
Access to the client’s Meta Business Manager, including the required ad account and page permissions.
For Google Ads or YouTube Ads:
Access to the client’s Google Ads Manager account.
For TikTok Ads:
Access to the TikTok Ads Manager platform.

Web Design & Development Clients:

The Agency must provide or clarify the following:

Who is responsible for web hosting, and share applicable credentials,
Who is responsible for changing DNS records on the client’s domain registrar,
Who will provide the SMTP service used to send transactional emails from the website (e.g., form submissions),
Who is responsible for launching the website (i.e., taking it live) upon completion.

Social Media Management:

Access to platforms such as Facebook, Instagram, LinkedIn, TikTok, etc. for scheduling or publishing content will be handled on a case-by-case basis, based on service scope.

Failure to provide the above-required access or clarifications within the outlined timeframe may result in service delays. Service Provider shall not be held liable for missed deadlines or performance issues due to access issues.

6. Term and Termination

This Agreement shall be valid for one (1) year from the Effective Date and may be terminated at any time by either party with at least thirty (30) days' written notice submitted via email.
Sections relating to confidentiality, white label terms, non-solicitation, and ownership of work shall survive termination.

7. Remedies

Any breach of this Agreement may cause irreparable harm. The non-breaching party shall be entitled to seek injunctive relief in addition to any other legal or equitable remedies available under law.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, specifically those applicable within Orange County, Florida, without regard to conflict of law principles.

In the event of any dispute or disagreement arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith third-party mediation, which shall take place in Orange County, Florida. The party initiating the dispute shall bear the full cost of the mediation, unless otherwise agreed in writing.

If mediation is unsuccessful, any legal action or proceeding arising from or relating to this Agreement must be filed and conducted exclusively in a court of competent jurisdiction located in Orange County, Florida. The parties hereby consent to the exclusive jurisdiction and venue of such courts.

9. Entire Agreement

This document represents the full and complete understanding between the parties, superseding any prior agreements or communications.
This Agreement may be signed electronically and such signatures shall be deemed binding and enforceable.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Signing Date.

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Signed by Vincent Zampelli
Signed On: May 1, 2025

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May 1, 2025 3:25 pm EST

White Label NDA Uploaded by Vincent Zampelli - help@modernbusinessmarketing.com IP 2601:280:4901:8b20:29b8:3ae:9649:1c74

May 1, 2025 4:29 pm EST

Willem Stallones - help@modernbusinessmarketing.com added by Vincent Zampelli - help@modernbusinessmarketing.com as a CC'd Recipient Ip: 2601:280:4901:8b20:29b8:3ae:9649:1c74