Marketing SEO Proposal Agreement

Marketing SEO Proposal Agreement

Parties

This Agreement is entered into between Client Name: and Agency/Provider Name: effective as of Effective Date: .

Recitals

WHEREAS, Client desires professional search engine optimization and related marketing services designed to improve organic search performance, and Agency has the expertise to provide such services under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants below, the parties agree as follows.

Campaign Overview

Scope of Services and Deliverables

Agency will provide the following SEO services and deliverables in accordance with the schedule below. Unless otherwise agreed in writing, deliverables include strategy, implementation, reporting, and up to two rounds of revisions per deliverable.

Timeline

Campaign Start Date: — Campaign End Date: . Milestone dates and deliverable deadlines are set forth above and may be adjusted by written amendment.

Fees, Payment & Expenses

Deposit Required: Yes — Deposit Amount:

Reimbursable expenses (if any): Agency will seek prior written approval for third-party costs in excess of .

Performance, Reporting & KPIs

Agency will provide written reports that document activities performed, URL-level changes, keyword rankings where applicable, traffic trends, and recommended next steps. Client acknowledges SEO results depend on multiple factors and no guaranteed ranking or traffic targets are promised unless expressly stated in writing as a guaranteed deliverable.

Usage Rights and Intellectual Property

Agency grants Client a non-exclusive, worldwide, royalty-free license to use deliverables created under this Agreement for Client's business purposes for the duration specified below. Unless otherwise agreed in writing, Agency retains ownership of underlying methodologies, tools, templates, and pre-existing materials.

Transfer of exclusive ownership of content or custom code delivered by Agency requires a separate written assignment and payment of any agreed assignment fee.

FTC Disclosure Compliance

Where deliverables involve endorsements, reviews, sponsored content, or influencer activity, both parties shall ensure full compliance with applicable disclosure obligations. Client and Agency agree to include clear, conspicuous disclosures in all consumer-facing content where material connections exist. Agency will notify Client of required disclosures and will incorporate agreed disclosure language into deliverables.

Exclusivity

Exclusive engagement: Yes    Exclusive scope:

Term, Termination & Kill Fee

Term: This Agreement commences on the Effective Date and continues until the Campaign End Date, unless earlier terminated in accordance with this section.

Termination for convenience: Either party may terminate upon written notice to the other party delivered at least days prior to termination. Termination for cause may occur immediately for material breach that is not cured within 15 days of written notice.

Kill fee: If Client terminates other than for Agency's material breach, Client will pay Agency a kill fee equal to or the pro rata amount of fees for work completed, whichever is greater.

Confidentiality

Each party shall hold in confidence Confidential Information disclosed by the other and shall not use such information except to perform obligations under this Agreement. Confidential Information excludes information that is or becomes public through no fault of the receiving party, is independently developed, or is required to be disclosed by law or regulation, provided the disclosing party is given prompt notice where permitted.

Representations, Warranties & Indemnities

Each party represents that it has the authority to enter this Agreement. Agency warrants that it will perform services in a professional manner consistent with industry standards. Client warrants it has the right to provide materials and grant licenses required for Agency to perform. Each party indemnifies the other against third-party claims arising from breaches of these warranties or from the indemnifying party's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability shall exceed the total fees paid by Client to Agency under this Agreement in the prior twelve (12) months.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of Governing State: without regard to conflict-of-law principles. Parties shall attempt to resolve disputes in good faith, with unresolved disputes submitted to binding arbitration in the agreed venue unless both parties agree in writing to litigation.

Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes prior proposals or representations. Modifications must be in writing and signed by authorized representatives. Agency may subcontract work but remains responsible for subcontractor performance. Client may not assign this Agreement without Agency's prior written consent.

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