1. CGS InfoTech Ltd. agrees to provide Client with Search Engine Marketing Services (“SEM”) by listing the client’s site in CGS’s most popular Trade Directories, Leading Internet Search Engines like Yahoo, Google, AOL and related portal sites as described in this agreement.

2. CGS Infotech Ltd. will use its proprietary Search Engine Ranking Improvement system “SuperRank” to ensure that the client’s website is ranked at top positions in the leading Internet search engines.

3. CGS Infotech Ltd. owns popular directories that are ranked very high on search engines. It is observed that Top Ranking in CGS’s Portal results in higher ranking for client’s website in leading search engines. However, it is NOT guaranteed that addition in our directories will product top ranking.

4. The client’s site will be listed in following popular portals and trade-directories owned by CGS Infotech Ltd. subject to CGS editorial policy:

1> Chanakya 2> Indiafashion 3> MumbaiPage 4> Goldwiresoft 5> Cyberwebglobal

5. CGS Infotech Ltd. is authorized to use the specific keywords and/or phases set forth below for development, improving the ranking of, and/or positioning the contents of the Client’s website name in the search engines and/or directories that are most frequently used by the general public.

6. Client agrees to pay CGS Infotech Ltd. as per the agreed terms & conditions as given in Annexure I. In case, client gives additional pages and/or keywords to be promoted during the Promotion Contract Period, there will be an extra charge of Rs. 2,500/ US $58 per additional page and Rs. 500/ US $12 per additional keywords.

7. To maintain high ranking after initial period of 1 year, the client requires to renew the SEM service, if the client don’t renew or make any delay in contract renewal process then CGS Infotech Ltd. cannot be held responsible for the drop in client’s website ranking in SE.

8. SEM Services are intended to provide the client with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEM Service includes:

	Initial search engine optimization report.
	Customized keyword analysis to define the best suited key phrases for your business.
	Title tag and Meta tag optimization.
	On page optimization.
	Image optimization.
	Creation of a search engine friendly site map for better crawling of your site.
	Hand submissions to the top search engines & directories using our unmatched.
	Experience for individual engines and directories.
	Search engine submission confirmation reports as well as email and Chat assistance if you need it.
	Link Popularity Development - manual link requests to related websites.
	Quarterly reports showing ranking progress.
	Account manager

9. FTP access of Client's website for uploading optimized pages and making mutually agreed changes in order to achieve and maintain positioning in SE. FTP details will be secured with CGS.

10. Where FTP access is not possible, client agrees to provide an email address of a technician who can upload requested changes on a timely basis. CGS Infotech Ltd. cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to client.

11. If client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages or will add more keyword rich content in existing pages.

12. If client make any changes to website that we have optimized, the client understands that these changes may have an adverse effect on their search engine ranking. In this case CGS Infotech Ltd. cannot be held responsible for drop in the ranking.

13. By signing up our SEM service, client agrees to follow our guidelines and accept or make changes accordingly to his web site to achieve higher ranking in search engines. The client understands that the promotion work will be delayed if there is delay in implementing the suggestions request given to the client.

14. CGS Infotech Ltd. guarantees best effort on client’s behalf. The Search Engines and Directories are constantly changing their algorithms--the rules they use to decide which pages and websites are most relevant for people who use them. The precise make-up of these algorithms is closely guarded by the Search Engines. We use our experience to present your site in the best light, no matter how these rules may change. As and when the search engines change their algorithm, the change can affect your current ranking, we will analyze new changed algorithm and make sure your site will be compatible with it and get top ranking again. It generally takes 8-10 weeks to get the initial ranking of your website on search engines.

15. CGS Infotech’s SEO practices are in 100 % compliance with Google’s recommendation for ethical and responsible SEO services. As per the Google and most search engine’s guidelines for ethical and responsible SEO practices, CGS Infotech or no other SEO company can provide any guarantee for top listing. Please carefully read the Google’s specific notice and recommendation given for SEO related questions and concerns on - http://www.google.com/support/webmasters/bin/answer.py?answer=35291.

Specifically, read the point # 2 on the Google Page, which is reproduced below:

TAKEN FROM GOOGLE’S WEBSITE:

“No one can guarantee a #1 ranking on Google.

Beware of SEOs that claim to guarantee rankings, allege a "special relationship" with Google, or advertise a "priority submit" to Google. There is no priority submit for Google. In fact, the only way to submit a site to Google directly is through our Add URL page or through……..”

16. Any deviation from Google’s standard policy may result in your site getting permanently getting black-listed by search engine. CGS Infotech adheres to following guidelines:

http://www.google.com/support/webmasters/bin/answer.py?answer=35772
http://www.google.com/support/webmasters/bin/answer.py?answer=35770

17. CGS assures client best efforts to get the client’s site at top. Based on CGS’s experience since 1995 & work with thousands of clients, it is likely that the site will get listed at top and will remain at top. However, CGS does not and cannot directly or indirectly guarantee or promise any financial gain, specific traffic or precise ranking of your site on search engine. Also, CGS Infotech does not and cannot make any direct, indirect or implied promise/ guarantee that the website will rank at top or will rank at top within certain time-frame and the ranking will be maintained. The payment made to CGS for Google Adwords charges, natural Search Engine Optimization is non-refundable and non-transferable.

18. CGS Infotech DOES NOT GUARANTEE or PROMISE top listing in any search engine or directory. The amount paid for Search Engine Marketing service is non-refundable and non-transferable.

19. Every quater we will send you top 10 search engines ranking report. This report will be send from following list of major search engines.

1> Yahoo! 2> Google, 3> Lycos, 4> Netscape, 5> AllTheWeb, 6> AllTheSites, 7> HotBot, 8> AOL [America On Line], 9> Excite, 10> iWon, 11> Rediff, 12> WebCrawler, 13> InfoSeek, 14> Khoj, 15> ICQ. 16> NBCi 17> Dogpile 18> MetaCrawler, 19> CNN, 20> EarthLink.

20. If the client violates any terms of the contract, this contract will stand cancelled, null & void. The decision of CGS Infotech Ltd. will be final & binding in this case.

21. Your receiving & signing this contract means you have fully read & understood the terms of the contract.

22. This contract is subject to Mumbai Jurisdiction only.