A contract is written for the protection of its principal parties. Hence, it is of paramount importance that the terms and conditions agreed upon are set forth in as precise a manner as possible.
When writing an SEO contract, the first paragraph should state the name of the parties involved in the agreement. In this case, that would be the client and the search engine optimization consultant being hired to perform SEO services. The general nature of the work the consultant is being hired for – e.g. to improve the client’s ranking in search engines – should be stated explicitly as should the eligibility and willingness of the consultant to perform the required service. The date of the contract’s effectivity as well as duration of the contract should also be specified.
Never enter into an agreement without using a contract.
Because of the nature of the services being contracted, there will be a fair amount of technical jargon. Hence, at the outset of the agreement, a definition of terms should be included in order to provide clarity and to prevent misunderstanding. Terminology such as SEO, keyword research, link building, link bait, social media optimization, conversion, website usability and the like should be explained. Clients are often not as well-versed in technical terms as the experts they hire, and if terms are not explicitly defined or described, a situation of unfulfilled expectations may result.
Next should come a listing of specific services to be performed by the SEO consultant and work to be delivered to the client. This is important so that each party is clear on the scope of work to be done. Typically, work required of the consultant includes - but is not restricted to - a website audit report, an analysis of the competition, keyword research, website optimization, on page optimization, social media optimization, link building, and copy writing. A separate document with a thorough description of each service may be attached to the contract.
Define your payment terms.
Once the nature and scope of work are defined, payment terms need to be specified. First, the total project fee should be stated. Then other terms should be specified, such as advanced fees (if any), mode of payment, currency to be used, how to handle fees for incidental expenses and fees for additional work beyond the scope of the contract, etc. If payment is based on hours worked, then an estimate of how many hours will be needed to accomplish each task should be included. If payment is based on a progressive basis, then a schedule should be delineated. For example, X amount shall be paid by the client upon signing of the contract, X amount upon receiving the website evaluation report, X amount upon receipt of competition analysis report, X amount when website reaches agreed ranking, and so on. If there are contingencies for refunds or discounts, these should also be stated here.
A project timeline should also be made part of the contract, even if it is just an estimate. It should, however, be made clear that the timeline is contingent on the client’s submission of information, permissions, and materials needed by the consultant.
In order for the SEO expert to perform the job required, the client has to assign him certain rights and permissions, such as – but not limited to - administrative access to the website and to its traffic statistics, use of the client’s pertinent logos, trademarks, graphics, content, keywords, and phrases. Such authorization and assignments should be written into the SEO contract. At the same time, the client must stipulate that he is the rightful owner or is otherwise authorized to assign these rights and permissions and that he will defend the consultant and his subcontractors if any liability or suit should arise from the use of the things the client has given access to.
Confidentiality is usually always necessary.
A confidentiality and non-disclosure clause is often written into SEO contracts. Fees, services, reports, recommendations, and communication between client and consultant are some matters covered by this clause. In any case, whatever is covered by the clause should be stated explicitly.
Also, when any such information is transmitted by consultant to client or vice-versa, it must be identified as confidential during time of transmission. Stipulations as to when an item cannot be considered confidential – e.g. when the information is part of the public domain or already known by the party to whom it is being transmitted – should also be made.
On the other hand, client and consultant may agree to disclosure of certain information regarding the work. If such is the case, a requirement for written approval from either consultant or client to disclose specific information should be made part of the confidentiality and non-disclosure clause. Penalties in the case of infringement should also be set down.
A disclaimer clause is essential to a good SEO contract. It serves to set the boundaries of responsibility for the consultant. For instance, it may be stated that the consultant has no control over the policies of search engines and directories regarding type of sites they accept or exclude, or that the ranking of the website may fluctuate to a certain degree due to changes in the search engines’ algorithms or competitors’ efforts. There is a lot of material that can be included in the disclaimer. The more detailed the clause is, the more protection it affords the consultant.
A termination clause is necessary towards the end of the contract. It defines the conditions that are warranted for the contract to come to an end. Ideally, this would be when the services contracted for have been fulfilled. However, in certain situations, both parties may mutually agree to end the contract even when the job hasn’t been completed. A contract may also end when there is a breach of contract. To avoid having to go to court, the consequent penalties for a breach of contract by either party must be indicated.
At tail’s end, it’s important to specify the governing law and place of jurisdiction in the event of any dispute that arises relating to the contract.
And finally, there is usually a statement that affirms that the signatories understand and agree to the terms of the contract. After this statement, the authorized parties affix their signatures.
I hope this article proves helpful towards you writing your own SEO contract or agreement.
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