Seven metrics. Five wins or every retainer refunds. Never more than 30% of profit.

1. Engagement summary

You retain BENEFITRA to run a marketing and SEO engine on your domain for an initial term of 90 days. Two guarantees stacked.

Process guarantee. We track seven measurable metrics. If we hit at least five of seven at the audit, the engagement continues at the agreed retainer. If we hit four or fewer, every retainer dollar paid to date refunds in full. No stair-step refund, no "we got close" discount, no clawback fine print.

Profit guarantee. Across any rolling twelve-month window, total fees we collect from your business never exceed 30% of the incremental gross profit we drove. If they would, the difference refunds against future invoices or, on termination, in cash. Your upside is always at least 70%. The math is in §11 below.

2. The seven metrics

Each metric has a fixed source of truth, a fixed measurement window, and a fixed pass/fail threshold. We baseline against your trailing 90 days of Google Search Console + Google Analytics 4 at the date the contract is signed. Local-pack metrics only apply to engagements with a geo-served service area and are agreed at signing.

3. The First Win milestone

3A. Paid-search (PPC) guarantees

These apply to any engagement that includes paid search (Growth and Total Marketing, or PPC Core). They split into service guarantees (we do the work, on time) and performance guarantees (the account performs). Miss a service guarantee and that period's management fee refunds 100%. Miss a performance guarantee and we manage the account at no management fee until we hit it — you never pay us to underperform. Your ad spend is always yours, paid directly to Google, and is never marked up or counted as part of our fee.

3B. Performance fail-safes — how the cost-per-deal guarantee stays fair

The performance guarantees in §3A reward the one number that proves you are actually making money — cost per acquisition (cost per closed deal) — without letting either side game the result. Cost per lead alone is not the headline promise, because a lead count can be hit with cheap, unqualified volume. Cost per deal is the promise, ring-fenced by the three conditions below so it can neither be padded by us nor tripped by factors outside our control.

Net effect. You cannot lose on lead quality — the qualification floor protects you. We cannot be held hostage to a sales team that changed after signing — the continuity band protects us. Neither side games it.

4. Audit window and process

The audit happens between day 90 and day 100 of the engagement. We run the seven metric checks against the named sources of truth, write up a one-page audit report with raw exports, and email it to your designated contact.

1. If 5+ metrics pass, the engagement continues at the same retainer. We propose the next quarter's metric targets within 7 days.
2. If 4 or fewer pass, you reply with the refund instructions. Refund is wired within 14 days. The engagement ends and we release any work product, exports, and access.
3. You may request raw data exports for any metric at any time during the engagement, not just at audit. We do not gate visibility.

5. What you provide

The §3 process guarantee and §11 profit guarantee both require us to see what is actually happening in your business. The access list is the price of those guarantees being enforceable.

• Read access to Google Search Console, Google Analytics 4, and your Google Business Profile.
• Edit access to your CMS and DNS where on-page work is required. Least-privilege accounts, scoped to what we need.
• CRM read access (HubSpot, Salesforce, Pipedrive, or equivalent) to attribute organic-search sessions to revenue. Required for §11 profit calculation.
• Financial documentation required for the §11 profit floor calculation: your most recent annual P&L for the Effective Gross Margin Rate, CFO sign-off on the Baseline Gross Profit figure, and updated P&L at each trueup. We do not need general operational financials, only what is required to compute incremental gross profit. Confidentiality terms are in §10.
• Money keyword list agreed within 7 days of signing. You may revise once during the term; revisions reset the baseline for that keyword.
• One subject-matter reviewer who can sign off on technical accuracy of regulated-content claims within 48 hours where applicable.

6. Carry-forward and rollover

Two metrics may carry forward into the next quarter if the audit lands a near-miss (within 10% of threshold) and the trailing 14-day trend shows the metric crossing the threshold. Carry-forward is at our cost; you are not billed for the additional work.

If the audit hits 5 or 6 (i.e. you pass), all metrics reset and the next quarter's targets are renegotiated up. We do not allow soft targets to compound.

7. Exclusions and force majeure

The guarantee does not apply if:

• You revoke our access during the engagement.
• You publish content under our domain reviewers without a 24-hour notice window for QC.
• A Google core update lands inside the audit window (we re-baseline within 14 days; the audit pushes by the same amount).
• Your domain receives a manual action from Google attributable to your historical work prior to engagement (we will document and remediate; the audit pushes by the remediation period).
• You change domains or migrate platforms mid-term without our written sign-off on the migration plan.

8. Payment terms

Tier	Monthly retainer	What's covered
SEO Core	$2,500	Metrics 1–5 (technical + content + on-page)
Growth	$4,500	SEO Core plus Metrics 6 (money kw push) and review-engine instrumentation
Total Marketing	$7,500	Growth plus Metric 7 (local pack), paid acquisition, full marketing ops

Billed monthly in advance. Net-15. Refunds are wired to your bank-of-record within 14 days of audit fail.

9. Exclusivity

Default: we sign one client per industry vertical in any market where competitive overlap exceeds 25% of your addressable customer base. For locally-served businesses, the overlap test is by zip-code population. For nationally-served businesses, the test is by overlap of money-keyword sets and customer-segment definitions agreed at signing. Once your contract is countersigned, we will not engage a competitor that crosses the 25% line.

Exclusivity waiver discount. If you would prefer not to require exclusivity in your category, we credit $500/month off your retainer. The slot then opens to competitors. Election is locked for the Initial Term.

10. IP and access

All content, technical work, and assets produced during the engagement are your property on day one. We do not retain residual rights. On termination, we hand over a complete export and revoke our own access within 5 business days. Financial documentation you share under §5 stays confidential, used only for §11 trueup calculations, never for marketing materials or third-party disclosure.

11. Profit guarantee — 70% to you, never more than 30% to us

How we compute Incremental Gross Profit

Two numbers, one subtraction:

1. Attributed Incremental Revenue = revenue tracked in GA4 + CRM as originating from organic search sessions, net of the trailing-90-day Baseline at signing.
2. Effective Gross Margin Rate = your company-wide gross-margin rate from your most recent annual P&L, OR (Client opt-in) an Organic-Channel Gross Margin Rate specific to the SKU mix or service mix sold through organic search. Election documented at signing.
3. Incremental Gross Profit = Attributed Incremental Revenue × Effective Gross Margin Rate.

Reconciliation runs at month 13 and annually thereafter. If our total compensation for the measurement period exceeds 30% of Incremental Gross Profit, the excess credits against future invoices. On termination, any residual unconsumed credit converts to a cash refund within 30 days.

Variable components clawed back first

When the §11 trueup activates, the credit attaches first to the variable components — Revenue Share (§3 contingent), then any Track B Shared Savings — and only after those are exhausted does it touch Base Retainer above the contracted minimum. The Base Retainer at or below the contracted minimum is preserved as the floor cost of running the engine.

Exclusions — what does NOT trigger a §11 shortfall claim

The 70% floor is designed to share the upside we create, not to underwrite your operating decisions. These do not count as a §11 shortfall:

1. Sector-wide downturn >10% over the measurement period, measured against a recognized industry index. Force majeure.
2. Client-initiated material changes affecting margin. Acquisitions, divestitures, layoffs, product-line discontinuation, pricing changes, supplier disputes, raw-material reprices. Your strategy, your call, not our shortfall.
3. Google core algorithm updates that materially affect site performance. Re-baseline within 14 days; trueup pushes by the same amount.
4. Loss of GA4, GSC, or CRM access during the measurement period. We cannot compute what we cannot see.
5. Strategic investment normalization (NEW). Material one-time investments that hit COGS directly (new equipment, facility ramp, supplier-quality upgrades, expanded direct-labor capacity) are normalized OUT of both the baseline and the measurement period, by mutual written agreement, when documented within 30 days of the investment with CFO sign-off. No retro reclassification at trueup time — exclusions must be flagged when the investment happens, not when the math becomes uncomfortable.
6. Sales-driven margin compression carve-out (NEW). If our engagement drives revenue growth that mechanically pushes your COGS above the contracted Effective Gross Margin Rate (for example, overtime labor to fulfill demand we created), the EGMR is recalibrated to the higher of the contract rate or the actually-realized rate, at your election. Stops the "you broke our margins by making us busy" trap.
7. No retro normalization without contemporaneous documentation (NEW). Any exclusion claim raised at trueup time, without within-30-day documentation supporting it, is denied. This rule binds both sides equally.

§11 is a gross-profit guarantee, not a net-profit guarantee

The 70% floor is computed against Incremental Gross Profit, not net profit. General overhead, admin salaries, marketing spend (including ours), capex depreciation, financing costs, and non-recurring bonuses do not enter the calculation. Operational discipline on the opex side stays on your side of the line. We protect the upside we created; we do not underwrite operating choices we did not make.

12. Waiver schedule (optionality pricing)

The growth-aligned default is for us to operate with Revenue Share and the right to use your name, logo, and case study in marketing materials. Each lever is independently waivable. Waiver pricing sits above the expected value of the contingent fee it replaces, so the growth-aligned default stays the rational choice for most clients while giving you a defined opt-out price for legitimate scenarios (board policy, NDA grade confidentiality, CFO mandate).

Waiver	Monthly add-on	What it covers
Testimonial & case study waiver	+$1,500/mo	Use of your name, logo, performance data, and operator quotes for case studies, marketing materials, and prospecting. Bundles the right to a public client testimonial — the two are sold together.
5% Revenue Share waiver — SEO Core	+$3,000/mo	Replaces the 5% Attributed Incremental Revenue share with a fixed monthly add-on. SEO Core tier.
5% Revenue Share waiver — Growth	+$4,000/mo	Same, Growth tier.
5% Revenue Share waiver — Total Marketing	+$5,000/mo	Same, Total Marketing tier.
Exclusivity waiver (discount)	−$500/mo	You credit the slot. We may engage competitors in your category. See §9.
All-in waiver bundle	+$6,500 to $8,500/mo by tier	Every above-the-line waiver in one flat add-on, discounted vs. the sum of parts.

Why these prices. The Revenue Share waiver sits above the expected value of the 5% contingent, so choosing it is always more expensive than letting the share run. The testimonial waiver is priced against the marketing value of a named case study. The exclusivity discount is a credit because you are surrendering the slot, not buying optionality.

13. Term, termination, and Early Exit Fee

Initial term: 24 months from countersign. Termination notice: 60 days written, with effective date no earlier than the end of the notice period.

If you terminate before the end of the Initial Term, an Early Exit Fee applies. The fee is the sum of four components: (i) three times your highest single-month Base Retainer over the last three months, (ii) three times your highest single-month Revenue Share over the last three months (zero if no Revenue Share has been invoiced yet), (iii) an assumed Shared-Savings figure if a Benefits & Workforce Cost Analysis was delivered (zero in months 1-6 of the Initial Term), and (iv) a Bundled Asset Recovery Charge if a custom New-Build was launched (zero otherwise). Liquidated damages, not a penalty — the components reflect that the Initial-Term retainer pricing and any bundled deliverables are jointly underwritten by the Revenue Share and Shared Savings streams that mature over the full term.

Indicative ranges for a 60-employee Growth-tier client terminating in month 8 with Revenue Share running and no New-Build: $25,000-$50,000 total. For a 25-employee SEO-Core client terminating in month 4 with no Revenue Share yet and no New-Build: ~$7,500. The full table is in the long-form Master Services Agreement, available on request before signing.

Termination for cause by either party (material breach, force majeure beyond 60 days, insolvency) voids the Early Exit Fee. Termination during the §3 90-day window without a New-Build delivered refunds the cash retainer paid to date per the §3 guarantee — no Early Exit Fee applies.

This term sheet is the binding summary of the engagement. The long-form Master Services Agreement, which mirrors these terms in standard contract language, is sent for signature alongside the engagement letter and contains no material variations from the above. If a discrepancy exists between this summary and the MSA, this summary governs the metric definitions, refund mechanics, audit window, profit-floor math, and waiver pricing. Full MSA available on request before signing.