Marketing SEO Starter Template

MARKETING SEO STARTER TEMPLATE

Parties

This Agreement is entered into by and between Brand/Client and Agency/Creator effective as of , (the Effective Date).

Campaign Overview

Scope of Services and Deliverables

Agency shall provide the SEO services described below in a professional manner consistent with industry standards. Deliverables, formats, quantity and required delivery dates are set forth as follows.

Due Date:

Due Date:

Compensation and Payment

Client shall pay Agency the fees described below in consideration for the Services. Fees will be invoiced and payable in accordance with the schedule set forth herein.

Reimbursable out-of-pocket expenses will be pre-approved in writing. Client agrees to reimburse Agency for approved expenses within thirty (30) days of invoicing.

Performance, Reporting & KPIs

Usage Rights & Intellectual Property

Subject to payment in full, Agency grants Client a non-exclusive, worldwide license to use deliverables created and delivered under this Agreement for the purposes described in the Campaign Overview for the Term set forth herein, unless otherwise specified below.

Client shall own all final deliverables and all associated copyrights, subject to payment in full.
Agency retains ownership of pre-existing materials, methodologies, tools, templates and reserves a perpetual license to use general SEO techniques and anonymized performance data.

FTC Disclosure Compliance

Both parties acknowledge and agree that all promotional content created pursuant to this Agreement will include clear, conspicuous disclosures where required by applicable advertising and consumer protection laws. Agency will advise Client of recommended disclosure language; Client is responsible for final placement and compliance in live assets.

Acknowledgement: I acknowledge and accept the FTC disclosure compliance obligations set forth above.

Exclusivity

Client and Agency agree that during the Term of this Agreement:

Agency shall be the exclusive provider of SEO services for the Client in the specified market(s) described below.
No exclusivity; Client retains the right to retain other vendors.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue for unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days of written notice.

Warranties, Indemnity & Limitation of Liability

Agency warrants that Services will be performed in a professional manner consistent with industry standards. Except as expressly set forth in this Agreement, Agency disclaims all other warranties, express or implied.

Indemnity: Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's breach of representations, misuse of deliverables, or willful misconduct.

Limitation of Liability: Except for indemnity or gross negligence, neither party's aggregate liability shall exceed the total fees paid by Client to Agency under this Agreement during the prior twelve (12) months.

Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement.

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflicts of law principles. The parties will attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be submitted to binding arbitration by a single arbitrator in the chosen jurisdiction.

Representations

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. Agency further represents that deliverables will not knowingly infringe third-party rights.

Miscellaneous

Amendments must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets or equity.

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