Contractor Agreement (PPC Services)
This Independent Contractor Agreement (“Agreement”), effective as of June 17, 2025 (“Effective Date”), is by and between Troves, LLC d.b.a. Alloy Creatives ("Alloy"), a limited liability company with a principle place of business at 4908 Manchaca Rd, Austin, TX 78745, and Pardeep Kumar ("Contractor"), a Sole ProprietorshipPartnershipLimited Liability CompanyCorporation with a principle place of business at .
IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Alloy and Contractor (individually the "Party" and together the "Parties" to this Agreement) agree as follows:
1. Definitions. In this Agreement unless the context otherwise requires:
"Brand" shall mean the company or product for which Alloy provides marketing or advertising services, and for whom the Contractor performs the services outlined in this Agreement..
"Ads Account" shall mean the Brand's Google Adwords and/or Microsoft Advertising account(s).
2. Description of Services. Contractor agrees to perform the following services for Brands (together the "Services"):
a. Ads Account Setup: Initial setup of Ads Accounts, including configuration and integration with analytics tools.
b. Campaign Management: Comprehensive management of Paid-Per-Click ("PPC") campaigns, including keyword research, ad creation, and optimization.
c. Ad Optimization: Continuous monitoring and optimization of PPC campaigns to improve Click-Through Rate ("CTR"), which is the primary Key Performance Indicator ("KPI").
d. Billing Management: Handling of all billing related to Ads Account(s), with Brand reimbursing Alloy for all ad spend.
e. Reporting: Provision of regular reports detailing campaign performance, insights, and recommendations for improvement. Reports will be provided on a bi-weekly basis.
3. Scope of Work. Contractor's required services as stated herein, as well as any future assignments provided by Alloy, shall be determined on a case-by-case basis only. Alloy shall be under no legal obligation to guarantee Contractor any minimum number of assignments or any minimum number of hours of work. All work performed by Contractor for Alloy shall be governed exclusively by the covenants contained in this Agreement. Contractor shall perform any and all responsibilities and duties that may be associated within the Description of Services set forth above, including, but not limited to, work which may already be in progress. Contractor shall retain sole and absolute discretion in the manner and means for the carrying out of activities and responsibilities contained in this Agreement, and shall have full discretion within the Scope of Work, but shall not engage in any activity which is not expressly set forth by this Agreement without first obtaining prior written authorization from Alloy.
4. Relationship of Parties. Parties specifically agree that Contractor is performing Services described in this Agreement as an independent contractor and shall not be deemed an employee, partner, agent, or joint venturer of Alloy under any circumstances. Nothing in this Agreement shall be construed as creating an employer-employee relationship. Contractor shall not have the authority to bind Alloy in any manner, unless specifically authorized to do so in writing. Contractor shall have no claim against Alloy hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Contractor further agrees to be responsible for all taxes and withholdings required by Contractor’s country of residence or any applicable jurisdiction. Contractor acknowledges that Alloy will not make any payments or withholdings on behalf of Contractor, including but not limited to US federal, state, or FICA taxes. Contractor further acknowledges Contractor shall complete and return to Alloy an IRS Form W-8BEN prior to commencing Services.
5. Equipment and Means of Service. Contractor is responsible for providing all of his/her own equipment with which to complete the Services contemplated by this Agreement. Alloy may, in its sole discretion, provide certain equipment if deemed necessary for a particular assignment or task without thereby creating a duty on Alloy's part to do so again in the future. Contractor has the sole right to control and direct the means, manner, and method by which the Services required herein will be performed. Contractor shall select the time and manner in which Services are to be performed. Contractor shall not receive any training from Alloy in the professional skills necessary to perform the Services required by this Agreement.
6. Method of Communication. The Parties agree that all notices, requests, demands, project details, Brand assignments, Ads Account credentials, and other communications hereunder must be delivered and kept within Alloy's Monday.com ("Monday") account and will become effective only upon receipt. Alloy shall provide Contractor with Monday account access within three (3) days of the Effective Date.
7. Compensation.
7.1. Flat Fee. In consideration for the Services to be performed by Contractor, Alloy hereby agrees to compensate Contractor as follows:
a. For Services performed for Google Adwords Ads Account: $75 per week per Brand.
b. For Services performed for both Google Adwords and Microsoft Advertising Ads Accounts: $100 per week per Brand.
7.2. Invoices. Contractor agrees to invoice Alloy every two (2) weeks. Compensation shall be due and payable to Contractor within fifteen (15) days of receipt of the invoice by Alloy. All invoices must be itemized and include the following:
a. an invoice number;
b. the dates or assignments covered by the invoice;
c. the Brand for whom the Services were performed; and
d. a description of the work performed.
7.3. Payment Method. Payment shall be made to Contractor’s bank account via any third-party method of Alloy’s choosing. Contractor agrees to provide Alloy with the necessary payment information and to immediately notify Alloy of any changes.
8. Expenses. Contractor shall be responsible for all expenses incurred while performing Services under this Agreement. This includes but is not limited to compensation paid to employees or contract personnel Contractors hires to assist on the work contemplated by this Agreement.
9. Term. This Agreement will commence on the Effective Date and will continue on an ongoing basis until terminated in accordance with the terms of this Agreement.
10. Termination. Either Party may terminate this Agreement in whole or in part, whenever the they shall determine that termination is in their best interest. Termination shall be effected by providing thirty (30) days written notice of termination specifying the extent to which performance of the Services under this Agreement are terminated, and the date upon which such termination shall become effective. Contractor shall then be entitled to recover any costs expended up to that point, but no other loss, damage, expense or liability may be claimed, requested or recovered except as provided in this Agreement. In no event shall Alloy be liable for any costs incurred by or on behalf of Contractor after the date of the notice of termination. The termination pursuant to the provisions contained within this paragraph shall not be construed as a waiver of any right or remedy otherwise available to Alloy. In addition, if Contractor fails or refuses to comply with the written policies or reasonable directive of Alloy, is guilty of serious misconduct in connection with performance hereunder, or materially breaches any provisions of this Agreement, Alloy may terminate the engagement of Contractor immediately and without prior written notice.
11. Brand Workload. The Parties acknowledge that the number of Brands and Brand needs may change without notice. Alloy shall be under no legal obligation to guarantee Contractor any minimum number of Brands to perform Services for under this Agreement. Alloy shall keep Contractor informed of Brand changes as soon as Alloy is made aware of said changes. Contractor is not liable for performing Services for any newly added Brand until Contractor agrees to do so in writing.
12. Confidentiality. Contractor may have had access to proprietary, private and/or otherwise confidential information of Alloy and the Brands ("Confidential Information"). Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of Alloy and the Brands, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of Alloy and the Brands, and any and all trade secrets, customer lists, or pricing information of Alloy and the Brands. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Contractor will return to Alloy Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by Contractor during the term of this Agreement.This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
13. Liability. Contractor warrants and acknowledges that Contractor shall be liable for any loss or any other financial liability suffered by Alloy due to Contractor's failure to perform any Services as contemplated by this Agreement. Other than a documented medical emergency or an "Act of Nature" beyond Contractor's control, Contractor shall be solely responsible for any loss caused by Contractor's failure to perform. In addition, Alloy shall not be liable for any loss or damage to Contractor's equipment under the terms of this Agreement. Contractor's equipment shall be Contractor's sole and exclusive responsibility.
14. Indemnification. Contractor shall defend, indemnify, hold harmless, and insure Alloy from any and all potential damages, expenses or liabilities which may result from or arise out of any negligence or misconduct on part of Contractor, or from any breach or default of this Agreement which may be caused or occasioned by the acts of Contractor. Contractor shall also insure that all of its employees and affiliates take all actions necessary to comply with all the terms and conditions established and set forth in this Agreement.
15. Modification of Agreement. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.
16. Governing Law and Attorney's Fees. The laws of the state of Texas govern the rights and obligations of the Contractor and Alloy under this Agreement, without regard to conflict of law principles of that state. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
17. Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the Parties.
18. Entire Agreement. This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties.
19. Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the Party to be bound.The waiver by a Party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default.The failure of any Party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
20. Survival. Provisions of this Agreement, the performance of which by either or both Parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination or cancellation of this Agreement.
IN WITNESS WHEREOF, Alloy and Contractor have executed this Agreement on the day and date as first appears.
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Signed by Skyler Nelson Signed On: September 21, 2024
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Document Name: Contractor Agreement (PPC Services)
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