Landers Ford[1]

SELL CARS PARTS AND SERVICE PROFITABLY™

FORD DIGITAL ADVERTISING PROGRAM

CAMPAIGNS ADMINISTERED BY ADP DEALER SERVICES STATEMENT OF WORK

1.

Please list the targeted URL’s and types of DIGITAL ADVERTISING campaigns you would like to have drive traffic to that URL (New, Pre-owned, 0% APR, Special Finance, Sync, 35MPG Focus, etc.).

2.

List the monthly DIGITAL ADVERTISING budget limits you would like to set up for each designated URL and the associated campaign. Add any notes or dealer requests relevant to each campaign.

3.

Please sign and fax back the contract to: 401-385-9457.

TARGETED URL & CAMPAIGN DESCRIPTION

MONTHLY BUDGET 1500.00

Online Display Advertising Pay Per Click Campaign

1500.00

Google Audio – see ad buy below

TOTAL MONTHLY BUDGET FOR WEB CAMPAIGNS:

➢ ➢

ADP Monthly Management Fee:

➢

Google Audio Campaign Monthly Budget Limit:

3000.00

$495

Other Digital AdvertisingOptions: 1500.00

Term -

The term of this Agreement is 12 months. Following the initial term, the client can request in writing, one of the following options. a) Renew at a different term (at the then-current pricing applicable to such term), b) modify/amend agreement in regard to budget/lead spend.

I’ve reviewed this proposal and I authorize ADP to perform the above selected services pursuant to the current ADP Digital Advertising fee structure authorized by Ford Motor Company. Authorized Signature:

Date: Ford Dealer No.:

Title:

ADP Sales Representative- Molly Curry Addendum ADP Premium SEO™ v.7.2 (ADP) page 1 of 5

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SELL CARS PARTS AND SERVICE PROFITABLY™ Please complete the order form, sign the proposal and contract and fax it back to 866-814-9344.

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SELL CARS PARTS AND SERVICE PROFITABLY™

CONTRACTUAL AGREEMENT For Domestic Digital Advertising, Placement & Search Engine Marketing Services Company Name:

Landers Ford

Date:

8-18-08

Address:

2082 W. Poplar Ave.

Total Campaign Budget:

$4500 plus $495 maintenance

City, St. Zip:

Collierville, TN 38017

Email:

Primary Contact:

Ben Coy

Title:

Internet Manager

Web Address:

www.landersford.com

Phone:

901 854 3673

ADP Representative- __Molly Curry__

Ford Representative - _Ralph Paglia_

Coding and Meta Tags – ADP uses advanced technology to create specific information to be placed on your website. This Agreement is entered into by the parties indicated above and asserts the following agreement: Engagement. Client hereby engages ADP and ADP hereby accepts such engagement, to develop a focused campaign to promote Client's website by providing query results on premium pages of major domestic search engines and web sites as defined by ADP. ADPmakes no specific guarantees or claims with respect to specific keyword or keyword phrase, number of visits, type of or reason for visitation of the Client’s site. Fees are considered a Set Up cost for Marketing Research and Search Engine Placement and are Non-Refundable.

1.

OBLIGATIONS OF CLIENT Client Definition Form Client shall provide ADP information concerning (i) featured products; (ii) general products or services; and (iii) suggested keywords for creating search phrases. Client Acknowledgments Client acknowledges that the processes used by ADP in connection with this Agreement are proprietary and confidential and that some processes may take longer than fifteen days after the Start Date (as defined below) before results are achieved. Client further acknowledges that ADP may purchase a unique domain name if necessary for ranking purposes. Starts Date ADP shall commence service under this Statement of Work immediately upon its receipt from the Client and required payment. ADP shall be under no obligation to submit “Structured Pages” to Search Engines until Initial Payment has been received from Client.

2.

OBLIGATIONS OF ADP Performance - ADP shall perform and deliver the following during the term of this Statement of Work: ADP Submissions - ADP may design or modify specific pages or web page coding intended to achieve Premium Page Rankings. All code designed in connection with this Agreement shall remain the property of ADP during the term and after termination of this Statement of Work. Client Changes - In the event Client changes or modifies its website in such a manner that requires code changes to be made to the Structured Pages, Client agrees notify and to allow ADP reasonable time for re-ranking.

3.

TERMS AND TERMINATION Term - The term of this Agreement is 12 months. Following the initial term, this Agreement shall automatically renew each month; however, at any time during the initial term, the client can request in writing with a 30 day notice, one of the three following options. a) cancel DIGITAL ADVERTISING service b) renew at a different term (at the then-current pricing applicable to such term), c) modify/amend agreement in regard to budget/lead spend. Pricing and Payment Terms Client agrees to pay ADP the Total System Contract Price which is defined as the product of the initial term and the total monthly payment as set forth above and as reflected in the Statement of Work. Client shall pay the Total System Contract Price in monthly installments payable within 30 days from the date of each ADP invoice.

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SELL CARS PARTS AND SERVICE PROFITABLY™ Payment DefaultFailure to make any monthly installment payment pursuant to above Paragraph 3 shall constitute a payment default (“Payment Default”) under this Agreement, provided that the Client shall have 15 calendar days from the date said payment became due to cure such Payment Default. If Client fails to make the full payment due within the 30-day cure period ADP may, without further notice to Client, cancel or terminate this Agreement pursuant to Paragraph 6 below as well as exercise any and all rights and remedies available to it under applicable law. Late fees (when and to the extent permitted by applicable state law) may also be assessed in addition to the amount owed. Further, a return fee of $25 will be charged for any returned checks, electronic funds transfer returned by the bank. Client agrees to pay all expenses of collecting such payments due including, without limitation, reasonable expenses and fees of legal counsel, court costs and the cost of appellate proceedings. Late fees (when and to the extent permitted by applicable state law) may also be assessed in addition to the amount owed. Further, a return fee of $25 will be charged for any returned checks, electronic funds transfer returned by the bank. Client agrees to pay all expenses of collecting such payments due including, without limitation, reasonable expenses and fees of legal counsel, court costs and the cost of appellate proceedings. Collection Efforts Acceptance of this contract obligates the Client for the repayment of any and all Collection Fees that ADP may incur in the process of collecting on any outstanding Client debt, balance, returned check, fees paid by ADP on behalf of the Client or any other outstanding fee for which the Client contracted with ADP. 4.

Intellectual Property Rights Ownership of ADP Intellectual Property Except to the extent provided in this Agreement, nothing shall be construed as an assignment or grant to Client of any right, title, or interest in or to any trademark, service mark, trade name, copyright, patent, trade secret, or other intellectual property owned by ADP (the “ADPIntellectual Property"). Client shall not adopt any imitations of or confusingly similar substitutes for the ADPIntellectual Property. Client shall not, during the term of this Agreement or any time thereafter, attack, dispute, or contest, directly or indirectly, ADP exclusive rights, title, and interest in or to the ADP Intellectual Property or the validity of ADPregistrations thereon, nor shall Client assist or knowingly aid others to do so. Client shall cooperate with ADP in preventing infringement of the ADP Intellectual Property and aid ADP in all reasonable respects to protect its rights in and to the ADP Intellectual Property.

5.

LIABILITY Limitation of Liability In the event that ADP fails to successfully provide the services pursuant to this Agreement or any Statement of Work hereunder, or in the event of any other failure, technical or otherwise, of ADP’ services pursuant to this Agreement, then the sole liability of ADP to Client shall be limited to, at ADP’sole discretion, (a) a pro rata refund of service fees representing undelivered services, or (b) extension of the term of this Agreement as appropriate. IN NO EVENT SHALL ADPBE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR LOST PROFITS ARISING FROM ANY FAILURE OF ITS SERVICES IN ACCORDANCE WITH THIS AGREEMENT. Without limiting the foregoing, ADP shall have no liability for any failure or delay resulting from any power failure, telecom, or other Internet outage or interruption, governmental action, fire, flood, insurrection, earthquake, riot, explosion, embargo, strikes (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, or any other condition beyond the control of ADP affecting production or delivery in any manner.

6.

INDEMNIFICATION Mutual Indemnification Both Parties shall indemnify, defend, and hold each other, its officers, directors, stockholders, employees, agents, and representatives harmless for, from, and against any third party claims, losses, costs, damages, expenses, or liabilities to third parties, including, without limitation, any governmental agencies (including, without limitation, reasonable attorneys' fees) arising out of or resulting from (a) the performance or nonperformance by ADP of any obligation or agreement of ADPunder this Agreement; (b) any misrepresentations made either party to this agreement; (c) any misrepresentation made in this Agreement; (d) the performance of its duties hereunder; or (e) with respect to any products or other liability claims made by third parties regarding any products or services ordered or delivered through, or any information posted by Client or on Client's websites, whether intentional or unintentional. Notwithstanding anything contained herein to the contrary, this indemnification shall survive the termination of this Agreement.

7.

MISCELLANEOUS PROVISIONS Controlling Law This Agreement, all Statements of Work hereunder, and all questions relating to their validity, interpretation, performance and enforcement, shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Rhode Island, notwithstanding any Rhode Island or other conflict-of-law provisions to the contrary. Severability If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken or modified to the minimum extent necessary to make it enforceable; provided, however, that the intent of the parties when entering into this Agreement is maintained. Force Majeure If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, computer virus, war, accident, or other acts of God, then upon written notice to the other party, the requirements of this Agreement, or the affected provisions hereof to the extent affected, shall be suspended during the period of such disability. During such period, the party not prevented from complying may seek to have its needs (which would otherwise be met hereunder) met by the other without liability hereunder. The party prevented from complying shall make all reasonable efforts to remove such disability within thirty (30) days of giving such notice.

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SELL CARS PARTS AND SERVICE PROFITABLY™

Number of Days In computing the number of days for purposes of this Agreement or any Statement of Work hereunder, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.

The undersigned hereby acknowledges and accepts all conditions set forth in the hereto attached document. ADP

Client Name:

Receipt of this contract serves as signature for ADP, an ADP Company

By X: Name: Title: Date: ____________________________

Please complete the order form, sign the proposal and contract and fax it back to 401-385-9457. ***Also, please make a copy for your files and mail the original back to: ADP, 2000 Nooseneck Hill Road Coventry, RI 02816

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