Digital Marketing SEO Agreement

DIGITAL MARKETING SEO AGREEMENT

This Digital Marketing SEO Agreement ("Agreement") is entered into as of (Effective Date), by and between Service Provider: , with principal place of business at ; and Client: , with principal place of business at .

RECITALS

WHEREAS, Provider is experienced in search engine optimization, content optimization, technical SEO, link strategy, and related digital marketing services; and

WHEREAS, Client desires to engage Provider to perform SEO and related digital marketing services for Client's website(s) and online properties under the terms and conditions set forth herein; and

WHEREAS, the parties intend that Provider will provide deliverables and services that aim to improve search visibility, organic traffic, and related performance metrics as described in this Agreement.

NOW, THEREFORE

In consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide search engine optimization and digital marketing services as described in the Scope of Services below, which are incorporated into this Agreement by reference. Services include technical site audit, on-page optimization, keyword research, content recommendations, link building strategy, performance reporting, and other tasks reasonably necessary to perform SEO services.

1.2 Changes. Any changes to the Scope of Services that materially alter the work, schedule, or fees shall be made only by written amendment signed by both parties. Provider will notify Client if Provider reasonably determines that additional work is required beyond the agreed Scope of Services and will provide a written estimate prior to beginning such additional work.

2. TERM AND TERMINATION

2.1 Term. This Agreement commences on the Effective Date and continues for an initial term of months (Initial Term), unless earlier terminated in accordance with this Agreement.

2.2 Renewal. Unless either party provides written notice of non-renewal at least days prior to the end of the then-current term, this Agreement will automatically renew for successive term(s) of equal length.

2.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days following written notice specifying the breach.

2.4 Termination for Convenience. Client may terminate this Agreement for convenience upon sixty (60) days' written notice and payment of all accrued fees and reimbursable expenses through the effective date of termination. Provider may terminate for convenience upon ninety (90) days' written notice.

3. FEES, EXPENSES, AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth below and in any applicable Statement of Work. The standard monthly fee for Services is $, payable in advance unless otherwise agreed in writing.

3.2 Late Payment. Unpaid amounts shall accrue interest at the rate of % per annum, or the maximum amount permitted by law, applied daily from the due date until paid. Client is responsible for all collection costs, including reasonable attorneys' fees.

4. INTELLECTUAL PROPERTY

4.1 Pre-Existing Materials. Each party retains ownership of its pre-existing intellectual property. Provider grants Client a non-exclusive, non-transferable license to use Provider-owned templates, tools, and methodologies embedded in deliverables solely as necessary to use the deliverables.

4.2 Deliverables. Subject to full payment of all fees due under this Agreement, Provider assigns to Client all right, title, and interest in and to custom-created deliverables specifically produced for Client under this Agreement, excluding Provider's pre-existing materials, open-source components, third-party content, and Provider's general know-how, which remain Provider's property.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means 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 its nature and the circumstances of disclosure.

5.2 Obligations. Each party shall (a) protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, (b) not use such Confidential Information except to perform under this Agreement, and (c) not disclose such Confidential Information to any third party except to those employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than those herein.

5.3 Duration. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

6. REPRESENTATIONS, WARRANTIES, AND PERFORMANCE

6.1 Mutual Representations. Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Provider Warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

6.3 No Guarantee of Results. Client acknowledges that Provider does not guarantee specific search engine rankings, traffic levels, or revenue and that SEO outcomes can be affected by search engine algorithm changes, third-party actions, and Client's adherence to recommendations.

7. CLIENT RESPONSIBILITIES

Client shall: (a) provide Provider with timely access to websites, analytics, hosting panels, and other systems as reasonably required; (b) supply content approvals, creative assets, and feedback within the timeframes agreed; and (c) not instruct Provider to engage in deceptive or spammy practices. Failure to provide required access or approvals may delay Services and entitle Provider to additional fees.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A BREACH OF SECTION 5 (CONFIDENTIALITY) OR 9 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify and hold Client harmless from and against any third-party claims resulting from Provider's gross negligence or willful misconduct in the performance of Services, and from breaches of Provider's representations in Section 6, subject to Client providing prompt notice and sole control of defense to Provider and reasonable cooperation.

9.2 Client Indemnity. Client shall indemnify and hold Provider harmless from and against any third-party claims arising from Client-provided content, Client's use of the deliverables in violation of this Agreement, or Client's breach of its obligations, subject to the same notice and defense provisions as above.

10. TERMINATION EFFECTS

Upon termination, Client shall pay Provider for all Services performed and reimbursable expenses incurred through the effective date of termination. Provider shall deliver to Client any completed deliverables and reasonable work in progress. Sections concerning payment, confidentiality, indemnification, limitation of liability, intellectual property ownership, and governing law shall survive termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by notice. Notices shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or delivered by commercial overnight courier.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

12.2 Waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach. The failure of either party to enforce any provision shall not constitute a waiver.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by facsimile or electronic image shall be binding.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any attached Statements of Work or exhibits, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS

14.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

14.2 Subcontracting. Provider may engage subcontractors to perform portions of the Services provided that Provider remains responsible for their performance and compliance with this Agreement.

Sign Now