Can an SEM agreement be signed electronically?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm the transaction is not an excluded category and retain records that reproduce the signed record.

Is a notarized signature required?

Generally no for commercial contracts. Notarization is rarely necessary for service agreements unless state law or a specific third party requires it; check state notary rules before adding a notary requirement.

What level of signer authentication should be used?

Choose authentication proportional to risk: email link for low risk, SMS or two-factor for billing authority, and KBA or stronger for high-risk or regulated data access.

How should ad spend responsibility be documented?

State explicitly who pays platform invoices, how overspend is handled, and whether the agency has authority to adjust bids; include approval thresholds and reporting obligations.

What records must be retained for audits?

Keep executed agreements, invoices, campaign logs, and analytics for at least three years for tax purposes (IRC §6501(a)) and longer if industry rules require it.

Can the client revoke consent for electronic records?

Yes for consumer-facing records consent under the ESIGN Act; providers must present a disclosure, demonstrate access capability, and offer a withdrawal process per 15 U.S.C. §7001(c).

Electronic Signature
Templates
Miscellaneous
Business Services SEM Agreement

Business Services SEM Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS SERVICES SEM AGREEMENT

This Business Services Search Engine Marketing Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: and Service Provider Name:

Parties' Contact Information

Client Address Provider Address

WHEREAS

WHEREAS, Client desires to engage Provider to perform search engine marketing, paid search management, and related digital advertising services for Client's business; and

WHEREAS, Provider represents that it possesses the skill, experience, and personnel necessary to perform such services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, fees, obligations, and other terms governing Provider's engagement.

Scope of Work

Provider shall perform the services described below and any other services as mutually agreed in writing by the parties. Provider will exercise commercially reasonable efforts and professional skill in the performance of the services.

Detailed Description of Services

Payment Terms

Compensation to Provider shall consist of a management fee, any campaign ad spend, and reimbursable expenses. Client shall pay Provider in accordance with the schedule below.

Management Fee (USD) Advertising Budget (monthly) (USD) Billing Schedule

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Provider may suspend services for unpaid invoices after written notice of nonpayment and a cure period of days.

Invoice and Payment Address for Client

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days to the other party. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days following written notice of such breach.

Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes campaign strategies, bid data, keyword lists, account performance metrics, budgets, and pricing.

Each party shall (a) use Confidential Information only for the purposes of performing under this Agreement; (b) restrict disclosure to those employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality no less protective than those set forth herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

Intellectual Property and Data

Client retains all right, title, and interest in its pre-existing materials, trademarks, and content. Provider shall own any methodologies, tools, algorithms, or templates developed independently or recurrently used by Provider; Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal business purposes only. Campaign data and reporting generated for Client shall be delivered to Client upon request following termination, subject to payment of all outstanding fees.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including lost profits. Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with any exhibits or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by authorized representatives of both parties.

General Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

Additional Terms / Notes

Client Printed Name:

By:

Date:

Provider Printed Name:

By:

Date:

What the Business Services SEM Agreement Is and When It Applies

A Business Services SEM Agreement is a written contract that defines the scope, deliverables, pricing, performance metrics, intellectual property ownership, confidentiality, and termination terms for search engine marketing (SEM) services provided to a business. It documents responsibilities for campaign setup, keyword management, bidding strategy, ad creative, conversion tracking, and reporting frequency. The agreement also allocates risk for third-party ad spend and platform account access, sets invoicing and payment schedules, and establishes dispute resolution, warranty disclaimers, and data-handling obligations tied to customer data and analytics.

Why a Clear SEM Agreement Benefits Both Parties

A concise SEM agreement reduces misunderstandings about objectives, spending, and performance measurement, protects intellectual property and data, and creates a clear path for billing and termination. It helps both client and provider measure success objectively and manage compliance with privacy and advertising platform rules.

Who Typically Completes a Business Services SEM Agreement

The agreement is usually completed by the contracted SEM vendor and reviewed by the client's marketing lead or legal representative before signature.

Marketing managers and digital agencies who own campaign delivery and KPIs.
In-house legal or procurement teams that review liability, IP, and payment terms.
Finance or accounts payable staff who confirm invoicing, tax details, and payment schedules.

Final signing is done by authorized signatories from each organization after budget and scope approvals are in place.

Core Elements to Include in a Professional SEM Agreement

A practical SEM agreement groups obligations into service scope, performance metrics, financial terms, data ownership, confidentiality, and termination provisions so responsibilities are explicit and enforceable.

Scope of Services

Define exact deliverables (campaign types, platforms, geotargeting, ad formats), frequency of optimizations, and accepted change-order process to avoid scope creep.

Performance Metrics

List KPIs (CPC, CPA, CTR, conversion volume), baseline targets, and acceptable measurement windows along with reporting cadence and dashboard responsibilities.

Budget and Billing

Specify who pays platform ad spend, invoicing intervals, late fees, expense reimbursement, and whether ad spend is retained by client or passed through the agency.

Data & Access

Clarify account access rights, ownership of analytics and audiences, tracking pixel placement, and retention of campaign data after termination.

Intellectual Property

Assign ownership or license rights for ad creative, landing pages, and any bespoke scripts or reporting templates developed for the client.

Termination & Liability

Define termination for convenience and for cause, notice periods, wind-down obligations, liability caps, indemnities, and any refund or audit rights.

Step-by-Step: Completing and Executing an SEM Agreement

Follow these steps to prepare, review, and execute a compliant SEM agreement efficiently.

01

Draft Scope: Write a clear scope and deliverables list before pricing.
02

Legal Review: Have counsel review IP, indemnity, and limitation clauses.
03

Approve Budget: Finance signs off on ad spend and billing cadence.
04

Sign and Retain: Both parties sign; retain executed copies for records.

How to Configure an Online SEM Agreement Workflow

Set up the digital workflow to match approval steps and required signer authentication for a clean audit trail.

Field	Configuration
Signature Order	Sequential or parallel signer flow, set by role.
Authentication	Email link, SMS code, or stronger KBA for high-risk signers.
Attachments	Attach SOWs, rate cards, and creative briefs as exhibits.
Notifications	Enable reminders and completion receipts to all parties.

Typical eSigning Workflow for an SEM Agreement

A standard eSigning flow reduces turnaround time and preserves a timestamped record for compliance and audit.

Upload: Sender uploads the finalized agreement document.
Place Fields: Add signature, date, and initial fields where required.
Invite Signers: Send email links or share secure signing URLs.
Complete: System captures audit trail and provides copies.

Digital Signing Considerations and Platform Capabilities

Choose a platform that supports required authentication and retains a detailed audit trail for each signature event.

Authentication: Supports email, SMS, or KBA
Audit Trail: Captures IP, timestamp, and signer actions
File Formats: Accepts PDF, DOCX, and HTML

eSignature Vendor Comparison for Executing SEM Agreements

Key pricing and capability criteria for common eSignature vendors; signNow is listed first to align with the platform-first comparison format required here.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Key Penalties and Risks to Address

Late 1099 Penalty: IRC §6721 — $60–$330 per form

I-9 Violations: 8 CFR §274a.2 — $281–$2,789 per violation

HIPAA Exposure: 45 CFR §164.502 — civil penalties and breach remediation costs

Ad Platform Bans: Noncompliant ads risk account suspension and lost spend

Intellectual Property: Improper use of creative can trigger infringement claims

Contractual Liability: Unlimited indemnities may expose significant financial risk

Common Preparation Mistakes to Avoid

Ambiguous scope that omits platforms or deliverables, leading to disputes over whether specific work is included or billable as extra.
Failure to define ad spend ownership, causing confusion when platform invoices or overspend occur and creating payment disputes.
Missing data-handling and access clauses for analytics and audience lists, which can result in loss of control over proprietary targeting assets.
No clear termination wind-down provisions, leaving one party responsible for campaign pause and data transfer costs without reimbursement.

Frequently Asked Questions About Executing an SEM Agreement

Answers to common legal, execution, and eSignature questions for Business Services SEM Agreements.

Need help? Contact support

Can an SEM agreement be signed electronically?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted. Confirm the transaction is not an excluded category and retain records that reproduce the signed record.
Is a notarized signature required?
Generally no for commercial contracts. Notarization is rarely necessary for service agreements unless state law or a specific third party requires it; check state notary rules before adding a notary requirement.
What level of signer authentication should be used?
Choose authentication proportional to risk: email link for low risk, SMS or two-factor for billing authority, and KBA or stronger for high-risk or regulated data access.
How should ad spend responsibility be documented?
State explicitly who pays platform invoices, how overspend is handled, and whether the agency has authority to adjust bids; include approval thresholds and reporting obligations.
What records must be retained for audits?
Keep executed agreements, invoices, campaign logs, and analytics for at least three years for tax purposes (IRC §6501(a)) and longer if industry rules require it.
Can the client revoke consent for electronic records?
Yes for consumer-facing records consent under the ESIGN Act; providers must present a disclosure, demonstrate access capability, and offer a withdrawal process per 15 U.S.C. §7001(c).

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