This AGREEMENT made on the date of payment in full receipt, by and between the "Client" on record (payment transaction) and Capital BCS Consulting (the "Contractor" providing services).

A. Contractor is in the business of creating and optimizing new and established Google Places pages for business owners.

B. Contractor is being hired to provide the services detailed on the Capital BCS Consulting website page of http://www.capitalbcs.com/Google-Local-Places.php

C. Both Client and Contractor have project secrets and processes, which it uses in its consulting projects, but not limited to, procedures and methods of operations, computerized databases and market research, and web seo/marketing techniques and services. Both parties (including related entities such as business partners, subcontractors, etc.) will be committed to protecting these processes and all other shared information specific to this and all other referenced work, as agreed to within this document.

NOW THEREFORE, the Parties hereto, intending to be legally bound hereby, agree as follows:

1. Work As An Independent Contractor.

(a) Independent Contractor is hereby retained by the Client, to complete the applicable components of Capital BCS Consulting's 7-Step Google Places Program, as detailed on their website. 

o The specific work, dates and hours of this project until project completion shall be determined by the Independent Contractor.  Action project completion times have been generally estimated to the Client, but are subject to change by the Contractor when providing a business/project related explanation for the required change.

o The estimated time required to complete the project is typically between two and four weeks, allowing sufficient time to meet the project requirements.  Since some Client participation is required, and other unknown factors can contribute to project delays, the Contractor will notify the Client and provide an explanation if a project completion delay is expected.

2. Consideration.

(a) The Independent Contractor will be paid for his work, with payments under those terms shall be Independent Contractor's sole compensation for work hereunder and shall cover all expenses, which Independent Contractor may incur in connection with rendering services hereunder.

(b) Independent Contractor agrees to maintain and pay for his own current working facility and general office materials.

3. Independent Contractor.

The Independent Contractor shall be free to exercise his discretion and independent judgment as to method and means of performance of the services performed by him pursuant to this Agreement and shall in no sense be considered an employee of the Client. Independent Contractor will not be eligible to participate in any benefit plan of the Client or to receive any fringe benefits of the Client. Independent Contractor shall pay all of his own taxes, including local, state and federal taxes.

4. Conditions.

(a) Independent Contractor shall indemnify and save Client harmless from liabilities, claims or awards against Client (including attorneys' fees), under Worker's Compensation Acts, for state, local or federal taxes, and for any employer's tax liability now or hereafter imposed on Client resulting from Independent Contractor's work hereunder.

5. Non-Disclosure of Confidential Information.

Independent Contractor acknowledges that during the course of the performance of his/her/its consulting services he will become acquainted with Client's personal, customers and/or trade secrets of Client including data and analysis and Client's methods of pricing and soliciting business. Independent Contractor acknowledges that the Client's relationship with its customers and potential customers, and the Client's method of pricing and soliciting business is a valuable business asset belonging to the Client. Independent Contractor will not, during the term of this Agreement, or any time hereafter, disclose, make use of, for himself or for any other person, corporation or entity, any confidential information of any nature concerning the Client's business, its customers, potential customers, pricing, methods or operations of Client. Client and Independent Contractor recognize the importance of protecting the privacy and confidentiality of both Client and Contractor data.  It may also be necessary for the Client to provide Contractor with user names and passwords of online accounts/services to allow the Contractor to complete their work.  This too is covered under confidential information.

7. Severability or Restrictive Clauses.

Each restrictive clause contained in the prior paragraphs is separate and distinct from any other clause set forth in such paragraph. In the event that any of the clauses are declared invalid, the remaining restriction shall be considered separate, independent and visible.

8. Violation After Termination.

In the event after termination of this Agreement the Independent Contractor or Client violates any of the terms hereof, it is agreed that the term of such provisions so violated shall be extended for a period of twenty-four (24) months from the time that the Independent Contractor ceases such violation, and in the event of Court action, for a period of twenty-four (24) months after the entry by the Court of a final order or judgment.

9. Notices.

All notices required to be given under the terms of this Agreement shall be in writing, shall be made via regular mail, facsimile or hand delivery, and shall be mailed and delivered to the addresses set forth on page one or to such other address as the Party shall designate for notice to be given to him/her in accordance with this paragraph.

10. Benefit.

This Agreement shall not be assignable by Independent Contractor. It may be assigned by Client.

11. Waiver.                               

The waiver by either party of any breach or violation of any provision of this Agreement shall not operate to be construed as a waiver of any subsequent or future violation hereof.

12. Entire Agreement. This Agreement contains the entire agreement to the parties hereto. No change, addition, or amendment shall be made except by written agreement signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year of full payment receipt and acceptance by applicable parties, using the payment instructions provided on this web page above.