Marketing Technical SEO Agreement

MARKETING TECHNICAL SEO AGREEMENT

This Marketing Technical SEO Agreement (the Agreement) is made effective as of between:

Client Name:

Agency Name:

1. Scope of Services

Agency will perform technical SEO services for the Client as described in this section and any attached work statements. Core services may include but are not limited to server and site architecture review, crawlability and indexation analysis, XML sitemap and robots directives configuration, redirect and canonical strategy, page speed optimization, structured data implementation, mobile and responsive verification, Core Web Vitals remediation, hreflang implementation, log-file analysis, security/HTTPS validation, and hosting-related recommendations.

2. Deliverables & Timeline

Agency will produce defined deliverables as described below. Each deliverable will include a description, acceptance criteria, and a deadline. Unless otherwise specified, delivery milestones are measured from the Effective Date.

3. Compensation & Expenses

Client agrees to pay Agency the fees set forth below in consideration for the Services. Fees are exclusive of taxes and reimbursable expenses unless otherwise stated.

Expenses over require prior written approval from Client.

4. Change Orders

Scope changes, additional work, or revisions beyond the agreed deliverables shall be implemented only upon a written change order executed by both parties. Change orders will describe the scope, estimate of hours or fee, and revised schedule.

5. Access, Credentials & Security

Client shall provide Agency with necessary access to systems, analytics, server logs, and content management systems. Agency will use credentials solely for the performance of Services and will follow reasonable security practices.

Agency acknowledges it will follow Client's security and access policies and will promptly notify Client of any suspected credential compromise.

6. Intellectual Property & License

Subject to Client's payment in full, Agency assigns to Client all right, title and interest in deliverables specifically created for Client under this Agreement. Agency retains ownership of Agency's pre-existing tools, methodologies, templates, and software. Agency grants Client a perpetual, worldwide, royalty-free license to any such Agency-owned materials to the extent incorporated in deliverables.

7. Exclusivity

Unless otherwise agreed in writing, Client does not grant Agency exclusivity. If exclusive arrangements are required, terms (including geographic or vertical scope and any exclusivity fee) must be specified below.

Yes No

8. FTC Disclosure Compliance

When deliverables include content that is sponsored, endorsed, or paid for, Agency and Client shall ensure all content includes clear and conspicuous disclosure of the relationship in compliance with applicable advertising and endorsement guidelines. Client is responsible for final approval of any required disclosures.

Agency responsible for drafting disclosures Client responsible for final disclosure approval

9. Confidentiality

Each party shall maintain the confidentiality of proprietary information disclosed in connection with this Agreement and shall not use such information except as necessary to perform obligations under this Agreement. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party.

10. Warranties, Disclaimers & Performance

Agency warrants that services will be performed in a professional manner consistent with industry standards. Client acknowledges that search rankings and other outcomes are affected by many factors outside Agency's control. Agency makes no warranty of specific ranking, traffic, or sales results.

11. Indemnification & Limitation of Liability

Each party indemnifies the other against third-party claims arising from its breach of this Agreement, negligence, or willful misconduct. Except for willful misconduct or indemnity obligations, neither party's aggregate liability for direct damages shall exceed the total fees paid under this Agreement for the twelve (12) months preceding the claim. In no event shall either party be liable for consequential, incidental, special, or punitive damages.

12. Termination & Kill Fee

Either party may terminate this Agreement for convenience upon written notice to the other party. Termination for cause may be exercised where a material breach is not cured within the notice period specified below. Upon termination for convenience by Client, Client shall pay Agency for work performed through the effective termination date plus a kill fee as set forth below.

13. Reporting & Analytics

Agency will provide regular reporting on agreed metrics, including crawlability, indexation, Core Web Vitals, and implementation status. Reporting frequency and KPIs will be documented in the reporting plan below.

14. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the state specified below without regard to choice of law principles. The parties shall attempt to resolve disputes through good-faith negotiation and, if unsuccessful, through mediation prior to initiating litigation.

15. Miscellaneous

Entire Agreement: This Agreement, together with any written statements of work, constitutes the entire agreement between the parties and supersedes prior negotiations. Amendments must be in writing and signed by both parties.

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