Marketing Website SEO Template

Marketing Website SEO Template

Parties and Effective Date

Brand / Client Name:

Agency / Provider Name:

Effective Date:

Campaign Overview

Target Audience:

Primary Channels:

Scope of Services

Website(s) Subject to Services:

Deliverables, Milestones & Acceptance

Deliverable 1 (description):

Deliverable 1 Deadline:

Deliverable 2 (description):

Deliverable 2 Frequency:

Compensation & Payment

Total Fee (USD):

Late Payment Penalty:

Expenses and Third-Party Costs

Access, Credentials & Data

Performance Metrics & Reporting

Intellectual Property & License

Ownership of Deliverables: The Agency will retain ownership of pre-existing tools, methodologies, and proprietary software. All bespoke content and deliverables produced specifically for the Brand under this agreement will be assigned to the Brand upon final payment, subject to third-party license constraints and the limited license provisions below.

License to Use Tools and Reports: Agency grants Brand a non-exclusive, non-transferable license to use deliverables for Brand's internal marketing purposes. Agency retains the right to use aggregated anonymized data for benchmarking and internal improvement.

Confidentiality

Each party shall maintain in confidence all Confidential Information disclosed by the other party during the term. Confidential Information does not include information that is or becomes public other than by breach, independently developed, or rightfully obtained from a third party. Confidentiality obligations survive termination for a period of three (3) years.

Warranties, Disclaimers & Liability

No Guarantee of Ranking: Agency provides professional services and reasonable commercial efforts but does not guarantee specific rankings or traffic volumes. Any performance forecasts are estimates and not promises.

Limitation of Liability: Except for willful misconduct or gross negligence, neither party will be liable for consequential, incidental, special, or punitive damages. Agency's aggregate liability under this agreement will not exceed the total fees paid by Brand in the six (6) months preceding the claim.

Indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims arising from its breach of this agreement, negligence, or willful misconduct. Brand specifically indemnifies Agency for claims arising from content supplied by Brand that infringes third-party rights.

Change Orders

Any material change to scope shall be documented in a written change order signed by both parties, including adjusted fees and timelines. Agency will not be required to perform changed scope until a change order is executed.

Exclusivity

Exclusivity Option: Exclusive engagement Non-exclusive engagement

Termination & Kill Fee

Termination Without Cause: Either party may terminate upon days' written notice.

Kill Fee / Early Termination Payment: If Brand terminates without cause after work has commenced, Brand will pay a kill fee equal to or the prorated value of work completed, whichever is greater, plus reimbursable expenses.

FTC Disclosure Compliance

Disclosure Requirement: Where applicable, the Brand and Agency will ensure that any promotional content or endorsements published as part of SEO or content efforts include clear and conspicuous disclosures required by applicable advertising and consumer protection laws. The Brand is responsible for final approval of all public disclosures.

Governing Law & Dispute Resolution

Governing Law: This agreement shall be governed by the laws of the jurisdiction specified by the Brand: . Parties shall first attempt to resolve disputes by good faith negotiation; unresolved disputes will be submitted to binding arbitration unless otherwise mutually agreed.

Miscellaneous

Assignment and Subcontracting: Neither party may assign this agreement without the other party's prior written consent, except that Agency may engage subcontractors provided Agency remains responsible for performance.

Entire Agreement: This document, including executed change orders, constitutes the entire agreement between the parties and supersedes prior agreements with respect to its subject matter.

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