Are you planning to collaborate with a professional SEO service provider to help boost your website’s search engine rankings?
Ensuring that you have a well-drafted SEO contract in place is essential for safeguarding your interests and streamlining the project management process.
In this blog post, we’ll discuss the major components of an SEO contract, delve into the roles and responsibilities of both parties involved, and share tips for customizing your own SEO contract template to suit your specific needs.
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To make your life easier, use the search engine optimization (SEO) contract template below instead of starting from scratch:
What is an SEO contract
An SEO contract is a legally binding document outlining the terms and conditions of an SEO project between a client and a professional SEO service provider.
An SEO contract is important because it establishes all the important details related to an SEO project.
That way, both the client and the service provider will fully understand what the job will entail.
An SEO contract is also considered a form of protection for both parties.
This ensures that the client is receiving professional SEO services that adhere to industry best practices and guidelines established by major search engines.
An example of this type of protection is a “statement of work” (SOW) provision. An SOW usually includes the goal of the client’s campaign, the expected timeline for results, and what is expected when the campaign is finished.
Why do you need an SEO contract?
SEO contracts are the best way to establish trust between you and your client.
Not only does an SEO contract provide protection for both parties, but it also sets clear expectations. That way, there’s no confusion for anyone involved.
This type of contract is also a great way to define the success metrics of a project.
When it’s clear what the end goal is for a project, it’s less stressful to do the work.
This can be laid out through keyword rankings, organic traffic, conversion rates, etc.
Without a proper SEO contract in place, it can be easy for unexpected issues to arise.
Issues such as overpayments, breaches of confidentiality, and so on.
The worst possible outcome is a legal battle between both parties. Which is a shame because most legal battles can be easily avoided through a well-constructed contract.
It’s also important to consult with a legal professional before finalizing an SEO contract.
Your legal professional will better understand the legal implications of the contract and make sure it’s compliant with the law. A lawyer can identify potential risks with the project and negotiate terms on your behalf.
13 key elements of an SEO contract
When it comes to constructing a search engine optimization contract, there are many elements that need to be taken into consideration.
Here are the 13 key elements that make up a well-made SEO contract.
1. Contract definitions
To write and fully understand an SEO contract, you’ll need to understand the legal vernacular that’s commonly used.
Here is a list of the most common terms found in an SEO contract:
Parties involved: This term typically refers to you (the SEO service provider or SEO agency) and the client. Within the contract, full names, addresses, and contact information for each party should be included.
Scope of work: This term lays out the specific SEO service that will be provided for the project. For an SEO project, the scope of work can range from keyword research to content creation, link building, and beyond.
Deliverables: Think of this term as the tangible outcomes that the client can expect as part of your service. These outcomes can include SEO reports, optimized content, website audits, or even a redesigned website.
Payment terms: What are the costs of the services provided? Payment terms will also lay out the days you get paid, how payment will be delivered, and the penalties for late payment.
Contract duration: This covers the length of the contract itself. It also covers details about renewal and termination conditions.
Reporting and communication: This term outlines how often you’ll give updates and reports during the length of the project.
Confidentiality clause: Sometimes, clients have sensitive business information. And they don’t want this information to reach the public. This term covers what can and can’t be included in the project when it comes to sensitive information.
Success metrics: This term will lay out how the SEO campaign’s success will be measured. This could be through organic traffic, keyword rankings, or any other key performance indicators (KPIs).
Liability limitations: This term limits the liability of you or your SEO agency in the event of any damages or losses resulting from the SEO work.
Termination clause: This clause outlines how either party can terminate the contract. This will include any notice period requirements and the consequences of early termination.
2. Your responsibilities
It’s always best to understand what your responsibilities are as an SEO service provider before you start working on a project. Here are some of the main aspects to consider while creating the contract:
Keyword research
Will you be coming up with the required keywords for the project, or is that the responsibility of the client?
If you’re the one responsible for coming up with the keywords, then you can use Surfer’s Keyword Research Tool.
On-page optimization
How does your client want you to handle the optimization of the content you provide?
This type of optimization ensures that your client’s website is easy to navigate for both users and Google. For on-page optimization, the contract should have details about:
Title tags
Meta descriptions
Meta tags
Headers
URL structure
Internal links
External links
Off-page optimization
How does the client want you to handle optimization after the work has been published?
This includes any type of social media marketing or influencer outreach.
Technical SEO
Does your client need you to handle any technical aspects of their website?
When it comes to SEO, there are certain technical aspects that help influence a website’s search engine ranking. These aspects include the speed of the website, how well it loads on mobile devices, XML sitemaps, and more.
If the client is expecting any technical SEO done, make sure those details are laid out clearly in the contract.
3. The client's responsibilities
An SEO contract must explain what your responsibilities are as an SEO service provider as well as the client’s expectations.
Here are a few important responsibilities for your client to sign off on:
Website access: If the client wants you to post content directly on the client’s website, your client will need to provide access. This access should be covered in the contract, so there won’t be any confusion later.
Effective communication: Communication between you and your client is very important. So important that it’s worth mentioning in the contract. Make sure to explain how the client can keep in contact with you and offer feedback. You don’t want your client to go silent when you’re stuck on the project.
Necessary resources: The client will need to provide you with any assets required for the job, such as logos, web site images, and any other information about their business.
Timely payments: Part of your client's responsibility is making payments on time for your services. To save yourself some headaches later, it’s best to lay out your conditions for payment in the contract.
Acceptance of risks: When it comes to the world of SEO, there are always some risks involved. Make sure to add a section to the contract that requires the client to accept these risks.
4. Jurisdiction and interpretation
Another important element in an SEO contract is the “Governing Law and Jurisdiction” clause.
This helps ensure that any potential conflicts or disagreements between the parties can be resolved in accordance with a specific legal framework and under the jurisdiction of a predetermined court or legal authority.
In some cases, disputes can be resolved outside of court through the appointment of an independent third party (arbitrator) with the mutual agreement of the client and the provider.
This can be a more efficient and cost-effective alternative to litigation, allowing both parties to resolve their differences and move forward with minimal disruption to the project.
For example, if you or your SEO agency are based in New York, your SEO contract should specify that it’s governed by the law of that state. That way, any disputes between both parties would have to be resolved in that state's courts.
This clause could look something like this:
Remember, it’s always a good idea to consult with a legal professional when drafting or signing a contract so you fully understand all its terms and implications.
5. Confidentiality
The agreement to protect each party's sensitive information is under the "Confidentiality" clause. Also known as the "Non-Disclosure" clause.
This clause makes it so that both parties keep all confidential information to themselves so that nothing leaks to the public.
A confidentiality clause should ensure that both parties treat sensitive information as their own.
Examples of confidential information may include customer lists, business strategies, research & development notes, website statistics, and other private data.
By incorporating a strong confidentiality and non-disclosure clause in the SEO contract, both parties can work together with confidence, knowing that their sensitive information is protected.
Here’s an example of what this clause might look like.
This clause ensures that neither party can misuse or share sensitive information. This provides a layer of protection for both parties.
6. Duration
Search engine optimization often comes with a long-term strategy. It usually takes several months before a website or post sees any significant results.
In an SEO contract, it’s essential to plan out how long the project will take. Here’s an example of how this might be outlined in a contract.
An SEO contract should also include provisions for renewal, such as:
7. Payment
For many SEO service providers, the payment section of an SEO contract is the most important section of the entire document. It’s okay if you feel this way as well.
When it comes to payment, there are three main sections to detail in the contract:
Payment terms
The payment terms and conditions of an SEO contract should cover important details such as rates, payment methods, any additional fees, and penalties for late payments or non-payment.
For example, if the client requests that the SEO provider not work for their competitors, they may be liable for an additional fee.
The total cost of the SEO campaign should also be divided into a number of fees, including those upon contract signing, receipt of a website audit report, receipt of competitive analysis and keyword research reports, and monthly fees thereafter.
Here’s an example of what this section of the contract could look like:
Penalties for late payment
This section outlines the consequences applied to your client if they don’t make the agreed payments on time.
This section covers any late fees or interest on the overdue amount. For example:
Dispute resolution mechanisms
This section describes the process that will be followed if there's a disagreement or dispute between the parties.
It often includes negotiation, mediation, or arbitration before resorting to litigation. For example,
8. Liability
A Limitation of Liability clause is kind of like a safety rule in a contract. It sets a maximum limit on how much one party has to pay to the other, just in case something goes wrong in the agreement.
This type of clause is like a safety net that protects both you and the client from huge unexpected costs.
For an SEO contract, a Limitation of Liability clause would look something like this,
Basically, this means that you, as the SEO contractor, cannot be held responsible for indirect losses or damages suffered by the client. This clause also caps your liability at the amount the client has paid you for your services.
9. Indemnification
Indemnification is a safeguard that explains that one party agrees to cover the costs or damages if any legal issues arise during the duration of the project. This clause is usually referred to as the “Indemnification Clause” or the “Hold Harmless Clause.”
Indemnification can be a tricky concept to understand from a lay person’s point of view.
Here’s a scenario where an indemnification clause can come in handy:
Let's say you’ve been hired by a company to improve their website's ranking as an SEO service provider.
As part of your strategy, you decide to use keywords that you have personally researched.
You even implemented perfect back-linking techniques to ensure success.
After a few months, the company's site starts ranking high on search engines, and everything seems to be going great.
Until one day, the company gets hit with a penalty from Google for "unnatural links" that were part of your SEO strategy.
The penalty causes their website's ranking to drop significantly. Which leads to a decrease in traffic and a loss of revenue.
Without an indemnification clause in your contract, you could be held liable for the losses the company suffered due to the penalty.
Without this clause, a legal dispute could occur, and you may have to compensate the company out of your pocket.
However, if your contract included an indemnification clause, things would be different. A contract stating to hold you harmless from any SEO strategies implemented would protect you from any penalties.
Here is how an indemnification clause might be outlined in an SEO contract.
10. Warranties
When a client hires you to optimize their website or content, they’re expecting excellent results and nothing less. And as an SEO service provider, you should strive to reach that goal every time.
The warranties section of an SEO contract is a way for the client to ensure the quality of the services they’re purchasing. This includes:
Quality of work: The warranties section ensures that you have the skills to perform the tasks outlined in the agreement.
Compliance with laws: Warranties also include an assurance that the tactics you use will follow all relevant laws. This assures that you follow all relevant guidelines, such as Google’s webmaster guidelines.
Plagiarism assurance: The warranties section also assures that your work will be 100% original. Also, your work doesn't infringe on any copyrights. This protects your client from any potential legal disputes related to copyright infringement.
Here's an example of what a warranty clause might look like.
11. Force Majeure
A Force Majeure clause in an SEO contract is a way to protect both parties from “acts of God” that may interrupt working on the project.
“Acts of God” can include hurricanes, earthquakes, floods, or man-made events such as war, strikes, or pandemics.
In the context of search engine optimization services, this also includes major internet outages.
This way, the contract will cover both you and your client during internet outages, so neither party is held liable.
Here’s an example of what a Force Majeure clause may look like.
Make sure the Force Majeure clause clearly defines what events are included, as not every unforeseen event may be covered.
12. Termination
This section covers the conditions that would lead to the termination of the SEO contract between you and your client.
By including a clear and fair termination clause, both the client and the provider can enter into the working relationship with peace of mind, knowing that they have a safeguard in place should the need arise.
The Termination clause can include:
Breath of contract: This covers when either party fails to fulfill their obligations under the contract. This often involves the failure to deliver services or violation of any of the terms of the contract.
Non-cooperation: This one covers if the client fails to cooperate with the SEO contractor. For example, if the client fails to provide the necessary information or resources,
Early termination clause: Some contracts for SEO services may include a clause that allows either party to terminate the agreement before the end of the term. This usually requires advanced notice (often 30 days) and may include penalties or fees.
Non-payment: This covers if the client becomes significantly past due on payments.
13. Signature
To make the agreement between you and your client official, the signature section is where you and the client sign on the dotted line. Once you and your client leave your signature, it proves that both parties have read, understood, and agreed to all the terms of the contract.
Here’s what the signature section may look like.
Remember, the above is just an example. The actual wording of the signature section may vary depending on the requirements of the parties involved.
Key takeaways
- An SEO contract is a legally binding document outlining the terms and conditions of improving the SEO efforts of a project. This contract is between a client and a professional SEO service provider.
- An SEO contract establishes important details related to an SEO project and offers protection to both parties.
- A contract for SEO services establishes trust between both parties and sets clear expectations.
- The client's responsibilities include providing website access, effective communication, necessary resources, timely payments, and acceptance of risks.
- Consult with a legal professional before finalizing your SEO campaign.
Conclusion
By clearly defining the scope of services, project timeline and milestones, payment terms and conditions, and legal aspects of the contract, both parties can work together more effectively and efficiently.
Remember, a solid SEO contract is not just a legal document but also a tool for fostering trust, setting realistic expectations, and providing a roadmap for success.
So take the time to customize your contract template, review it thoroughly, and embark on a successful partnership between you and your client.
