Marketing Website Optimization

MARKETING WEBSITE OPTIMIZATION AGREEMENT

This Marketing Website Optimization Agreement (the Agreement) is made effective as of by and between:

Brand/Client Name:   Entity Type: Business Individual

Agency/Creator Name:   Entity Type: Business Individual

RECITALS

Brand desires to engage Agency to provide website optimization, search engine optimization (SEO), conversion rate optimization (CRO), content optimization, and related services as set forth in this Agreement; Agency has the capability and expertise to perform such services under the terms below.

SCOPE OF SERVICES

Agency will perform website optimization services including technical SEO audit, on-page optimization, content recommendations, UX/CRO recommendations, implementation guidance, and performance reporting (Services). The specific Campaign is:

Website (on-site) Email Paid Search Organic Search Social Media Other:

DELIVERABLES

Agency will deliver the following items in the formats and quantities set forth below. Each deliverable will include a written acceptance criteria and will be subject to Brand review as set forth in this Agreement.

Format:   Quantity:   Due Date:

Format:   Quantity:   Due Date:

Format:   Quantity:   Due Date:

TIMELINE & MILESTONES

The parties agree to the following milestone schedule. Time is of the essence for milestone dates.

Milestone 1 Due Date:

Milestone 2 Due Date:

COMPENSATION & PAYMENT

Brand will pay Agency the fees set forth below in consideration for the Services. All amounts are stated in the currency specified by the parties.

Deposit (% or amount):   Due on/By:

Late payments shall accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Agency may suspend Services for nonpayment after providing ten (10) days' written notice.

EXPENSES

Brand will reimburse Agency for pre-approved out-of-pocket expenses reasonably incurred in connection with the Services. Pre-approval required for any single expense in excess of:

ACCEPTANCE & REVIEW

Brand will have a review period of days from delivery to provide written acceptance or reasonably detailed rejection specifying deficiencies. Agency shall cure valid deficiencies within a commercially reasonable time.

USAGE RIGHTS & LICENSE GRANT

Upon full payment, Agency grants Brand a non-exclusive, worldwide license to use the final deliverables for the Permitted Uses described below for the Term specified. Parties may negotiate assignment of copyright or other transfer in a separate written instrument.

Territory:   Duration (months):   Exclusive License: Exclusive Non-exclusive

INTELLECTUAL PROPERTY & OWNERSHIP

Except as expressly set forth, each party retains all right, title and interest in its pre-existing materials. Agency's delivery of any third-party components will be accompanied by appropriate licensing documentation. The parties agree as follows regarding ownership of the Work Product:

Assign final deliverables to Brand: Yes No — License only to Brand

FTC DISCLOSURE COMPLIANCE

Agency/Creator shall comply with all applicable advertising and disclosure laws and guidelines in connection with promotional content, including clear and conspicuous disclosure of material connections, sponsored content, or paid placements. Agency will include disclosure language where required and will not make deceptive or unsubstantiated claims.

Agency confirms it will include proper disclosure statements in all promotional content where applicable: Agency will include disclosures

EXCLUSIVITY

If exclusivity is selected, Agency will not provide substantially similar website optimization services to direct competitors of Brand in the defined market segment during the Exclusivity Period. Exclusivity Period (months):

TERMINATION & KILL FEE

Either party may terminate this Agreement for convenience upon written notice to the other party given days in advance. If Brand terminates for convenience after Agency has commenced work, Brand will pay a kill fee equal to: which is due within days of termination.

Termination for material breach may be immediate if the breaching party fails to cure within thirty (30) days of written notice of breach.

CONFIDENTIALITY

Each party shall maintain in confidence the confidential information of the other and shall not disclose such information except as required by law. The confidentiality obligations shall survive termination for a period of: years.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, and employees from and against any third-party claims arising out of the indemnifying party's breach of representations, warranties, negligence, willful misconduct, or infringement of third-party intellectual property rights. The indemnified party will provide prompt written notice and cooperate in the defense or settlement of any claim.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of .

Entire Agreement: This Agreement, including any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. Any modification must be in writing and signed by both parties.

Sign Now