Engagement Term Sheet

Seven metrics. Five wins or every retainer refunds.

This is the contract behind the guarantee on the marketing page. Plain English, fixed definitions, fixed audit window. Your attorney can sign the long form without rewrites.

Version 2.0 Effective April 26, 2026 Scope Roofing contractors, US

1. Engagement summary

You retain BENEFITRA to run a marketing 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, no "we got close" discount, no clawback fine print.

Profit guarantee. Across any rolling twelve-month window, total fees we collect from your roofing 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 + Local Falcon at the date the contract is signed.

Metric 1
Organic traffic +30%

Total organic clicks in the trailing 30 days at audit, vs. the trailing 30 days at signing, increase by at least 30%. Source: Google Search ConsoleWindow: last 30 days at audit

Metric 2
Non-brand clicks +25%

Total non-brand organic clicks at audit, vs. signing baseline, increase by at least 25%. Brand queries (containing your business name or close variants) are excluded so the lift is not just reputation traffic. Source: Google Search Console, brand-filteredWindow: last 30 days at audit

Metric 3
Net +10 keywords into top-20

Net new keywords ranking in positions 1–20 at audit, that were not ranking 1–20 at signing, count at least 10. Net is calculated after subtracting any keywords lost from the top 20 over the same window. Source: Ahrefs / Semrush organic keyword exportWindow: compare day-of-signing vs. day-of-audit

Metric 4
+20 net-new top-20 indexed pages

Net new URLs on your domain that earn at least one impression in the top 20 of any tracked query at audit, that were not earning that impression at signing, count at least 20. Source: Google Search Console pages reportWindow: last 30 days at audit

Metric 5
+2.0 weighted average position

The impression-weighted average position across your full tracked keyword portfolio improves by at least 2.0 absolute positions. Weighting by impressions means the keywords your audience actually sees count more than long-tail noise. A move from 22.5 to 20.5 satisfies; a move from 22.5 to 22.1 does not. Source: Google Search Console, all tracked queriesWindow: trailing 30 days at audit vs. trailing 30 days at signing

Metric 6
+8 ranks on money keywords (top 10)

A pre-agreed list of 10 money keywords (your top revenue intent terms) collectively gain at least 8 cumulative rank positions at audit. Improvements only count when the keyword reaches the top 10. Source: Ahrefs / Semrush rank tracking, US desktop and mobile blendedWindow: day-of-audit ranks vs. day-of-signing ranks

Metric 7
Top-3 Local Pack on 5 pre-agreed money keywords

A pre-agreed list of 5 local money keywords (e.g. "roofing contractor [your city]") rank in the top 3 of the Google Local Pack for your service area, measured by Local Falcon grid scan. Each scan generates a grid average; metric passes if average position is 3.0 or better on at least 4 of 5 scans across the month. Source: Local Falcon, monthly grid scanWindow: month containing the audit date

3. The First Win milestone

Within 30 days of contract start, at least one of the agreed money keywords reaches Google page 1 (positions 1–10). If not, your first month's retainer is refunded. This is in addition to the 90-day refund and is not contingent on the 5-of-7 outcome.

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.

Guarantee 1
First qualified lead within 1 month

From launch of an agreed, approved ad page, your first qualified lead arrives within 30 days. Type: serviceRemedy: that month's management fee refunds 100%

Guarantee 2
Campaign live within 5 business days

Campaigns are live in market within 5 business days of an agreed, approved ad page. Type: serviceRemedy: that period's management fee refunds 100%

Guarantee 3
Tracking verified by end of week 1

Conversion tracking and call tracking are installed and verified by the end of week 1, and become the agreed source of truth for the performance guarantees below. Type: serviceRemedy: that period's management fee refunds 100%

Guarantee 4
Cost per lead 20%+ below baseline — history or benchmark

At steady state — measured over the third full month, after the campaign exits Google's learning phase — your cost per qualified lead runs at least 20% below baseline. Baseline is fixed at signing as either (a) your documented trailing-6-month cost per lead, for accounts we take over, or (b) the published industry-benchmark cost per lead for your vertical, for net-new campaigns with no paid history. The benchmark source, vertical, and figure are locked in writing at signing (LocalIQ / WordStream U.S. search benchmark, current edition) and do not move during the term. “Qualified lead” is defined jointly at signing (form fill, tracked call, or quote request) and counted from the tracking verified in Guarantee 3. Type: performanceWindow: month-3 steady stateRemedy: manage free until hit

Guarantee 5
Cost per deal cut 20% with closed-loop CRM data

Where closed-loop CRM data is connected, cost per closed deal runs at least 20% below baseline at the same month-3 steady state, baseline defined as in Guarantee 4. Requires CRM / closed-loop access; absent that data this guarantee is waived and Guarantee 4 (cost per lead) governs. Type: performanceWindow: month-3 steady stateRemedy: manage free until hit

Guarantee 6
You own the ad account, data, and pixel

The Google Ads account, all campaign and conversion data, and the tracking pixels are created under your ownership and remain yours during and after the engagement. We operate as a manager on your account. No hostage accounts, ever. Type: standing term

Guarantee 7
Zero markup on ad spend

100% of your ad budget is paid directly to Google. We never mark up media, take a spread, or pocket a rebate. Our only compensation is the management fee and performance share defined in §8 and §11. Type: standing term

Guarantee 8
No lock-in after the first 90 days

After the initial 90-day term, the paid-search engagement is month-to-month, cancellable on 30 days' notice. On exit you keep the ad account, the data, and the pixel. Type: standing term

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.

Fail-safe A
Takeover vs. net-new campaigns

For a takeover of an existing campaign, the cost-per-deal guarantee (§3A, Guarantee 5) is measured against that same campaign's documented trailing-6-month baseline — a clean, like-for-like comparison on a known number. For a net-new campaign with no paid history, there is no deal baseline to beat in month 3, so the refund-bearing guarantee is cost per qualified lead vs. the published industry benchmark (Guarantee 4); cost per deal is tracked as a target and converts to a guarantee once an agreed run of closed deals establishes a baseline. Which basis applies is fixed in writing at signing. Type: measurement basis

Fail-safe B
CRM access and verification are required

The cost-per-deal guarantee is live only while you maintain closed-loop CRM / conversion access so each acquisition can be verified against the tracking established in Guarantee 3. If that data is withdrawn or cannot be reconciled, the cost-per-deal guarantee is waived for the affected period and the cost-per-lead guarantee (Guarantee 4) governs. We guarantee deals; that requires you to let us see deals. Type: condition

Fail-safe C
Sales-continuity clause

Cost per deal has two halves: the leads we deliver and how your team works them. We guarantee our half — lead volume, qualification rate, and cost per qualified lead. The cost-per-deal guarantee assumes your sales operation stays materially as documented at signing: comparable sales staffing, speed-to-lead, and close process, captured as a baseline close-rate band. If your measured close rate on our qualified leads falls below that band for reasons traced to a material change on your side — losing or replacing key closers, cutting sales headcount, or letting speed-to-lead slip past the agreed SLA — the cost-per-deal guarantee pauses for the affected period until close rate returns to band or a new baseline is agreed in writing. A star rep swapped for a weak one is not a media problem, and it does not earn free management. Conversely, if our leads fall below the agreed qualification floor, that is on us and Guarantees 4 and 5 bite normally. Type: condition

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.

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:

8. Payment terms

TierMonthly retainerWhat's covered
SEO Core$2,500Metrics 1–5 (technical + content + on-page)
Growth$4,500SEO Core plus Metrics 6 (money kw push) and review-engine instrumentation
Total Marketing$7,500Growth 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 roofing contractor per metro area. Once your contract is countersigned, we will not engage another roofing contractor whose service area overlaps yours by more than 25% by zip-code population.

Exclusivity waiver discount. If you would prefer not to require metro exclusivity, we credit $500/month off your retainer. The slot then opens to competing roofers in your metro. 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

The math. For any rolling twelve-month measurement period, the total of every fee we collect from your roofing business (Base Retainer + any Revenue Share + any Track B Shared Savings) shall not exceed 30% of Incremental Gross Profit attributable to the engagement. By operation of this floor, you keep at least seventy cents of every dollar of incremental gross profit driven into your business by our work.

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) a channel-specific rate for the job 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. Material one-time investments that hit COGS directly (new fleet, warehouse, equipment, crew expansion, supplier-quality upgrades) are normalized OUT of both the baseline and the measurement period, by mutual written agreement, when documented within 30 days of the investment with owner or 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. If our engagement drives revenue growth that mechanically pushes your COGS above the contracted Effective Gross Margin Rate (for example, overtime crew labor to fulfill jobs 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. 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.

WaiverMonthly add-onWhat it covers
Testimonial & case study waiver+$1,500/moUse 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/moReplaces the 5% Attributed Incremental Revenue share with a fixed monthly add-on. SEO Core tier.
5% Revenue Share waiver — Growth+$4,000/moSame, Growth tier.
5% Revenue Share waiver — Total Marketing+$5,000/moSame, Total Marketing tier.
Exclusivity waiver (discount)−$500/moYou credit the metro slot. We may engage competing roofers in your metro. See §9.
All-in waiver bundle+$6,500 to $8,500/mo by tierEvery 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 roofing 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.

Ready to sign?

30-minute call to scope your money keywords, confirm your metro, and countersign.

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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, and audit window.

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