Marketing SEO Template

MARKETING SEO TEMPLATE

Parties

Effective Date:

Corporation    LLC    Individual/Sole Proprietor

Corporation    LLC    Individual/Sole Proprietor

Recitals

This Marketing SEO Agreement (the Agreement) is entered into by the parties identified above. Client engages Agency to provide search engine optimization and related digital marketing services described herein, and Agency accepts such engagement under the terms below.

Campaign Description

Deliverables & Schedule

Deliverables will be produced and delivered in accordance with the milestones below. Each deliverable must meet the acceptance criteria set forth in this Agreement.

Timeline

Campaign Commencement:   Campaign Completion:

Compensation & Expenses

Reimbursable Expenses: Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Agency. Agency must obtain prior written approval for any single expense exceeding .

Usage Rights, License & Ownership

License Grant: Upon full payment, Agency grants Client a non-exclusive, transferable, worldwide license to use the Deliverables for the purposes set forth in this Agreement for the license term specified below, except for pre-existing Agency materials identified as Agency Background Materials.

Ownership: Except for Agency Background Materials and third-party assets, ownership of final, paid-for Deliverables will be assigned to Client upon final payment. Agency retains the right to use non-confidential aspects of the work for portfolio and self-promotional purposes unless Client has paid an additional assignment fee.

Client shall receive assignment of rights upon full payment.

Exclusivity

Agency will act exclusively for Client in the specifically defined product/service category identified below during the Term.

FTC Disclosure Compliance

Agency acknowledges that any paid, sponsored, or materially supported content must include clear and conspicuous disclosure of the commercial relationship in a manner consistent with applicable disclosure guidance. Agency shall ensure each piece of content contains the required disclosure language and placement.

Agency acknowledges and will comply with required disclosure obligations for sponsored or paid content.

Reporting & Performance Metrics

Confidentiality

Each party agrees to keep confidential Business Confidential Information disclosed by the other party and to use it only for performance under this Agreement. Confidential information excludes information that is or becomes public through no breach by the receiving party, independently developed by the receiving party, or lawfully obtained from a third party.

Warranties; Representations; Indemnification

Agency represents and warrants that it has the right to grant the licenses set forth herein and that the Deliverables will not infringe third-party intellectual property rights. Client represents that any materials provided to Agency do not infringe third-party rights. Each party shall indemnify the other from third-party claims arising from breach of these representations.

Limitation of Liability

Except for breaches of confidentiality and indemnity obligations or willful misconduct, neither party will be liable for consequential, incidental, or punitive damages. The aggregate liability of each party for claims arising out of this Agreement will not exceed the fees paid to Agency under this Agreement in the six months preceding the claim.

Termination

This Agreement may be terminated by either party upon days' prior written notice. In the event of termination by Client without cause prior to completion of agreed services, Client will pay a kill fee equal to:

Dispute Resolution; Governing Law

Governing Law: The laws of the state of will govern this Agreement. Parties agree to good faith negotiation prior to initiation of litigation; exclusive venue for litigation will be in the courts of that state unless otherwise agreed in writing.

Miscellaneous

Entire Agreement: This Agreement, including any attached schedules and statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

Sign Now