Professional SEO Services Agreement

PROFESSIONAL SEO SERVICES AGREEMENT

This Professional SEO Services Agreement ("Agreement") is made and entered into as of by and between Provider Name: , Entity Type: Corporation LLC Individual , Address: (hereinafter "Provider"), and Client Name: , Entity Type: Corporation LLC Individual , Address: (hereinafter "Client"). Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Provider is engaged in the business of providing search engine optimization, technical SEO, content optimization, link strategy, analytics configuration and related digital marketing services; and

WHEREAS, Client desires to obtain such SEO services to improve Client's website visibility and related search performance, and Provider is willing to provide such services under the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth the terms governing Provider's performance, compensation, and the Parties' respective rights and obligations.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall perform the SEO services described in the Services Specification (the "Services"). The Services shall include technical site audit, on-page optimization, content recommendations, backlink analysis, performance monitoring, and monthly reporting. A detailed description of initial deliverables and ongoing tasks is set forth below and may be amended by written Change Order.

1.2 Change Orders. Any material change in scope, fees, or schedule must be set forth in a written change order signed by both Parties ("Change Order"). Provider shall not be required to perform services outside the agreed Scope absent a signed Change Order.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months (the "Initial Term"). Thereafter the Agreement shall automatically renew for successive periods of months unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

2.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination does not relieve Client of its obligation to pay for Services performed prior to termination and for any non-cancellable commitments incurred by Provider.

3. COMPENSATION; PAYMENT

3.1 Invoicing. Provider will invoice Client in accordance with the payment schedule set forth above. Invoices are due within days of invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall reimburse Provider for reasonable collection costs incurred to obtain overdue amounts.

3.2 Expenses. Client shall reimburse Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the Services, including third-party tool subscriptions and paid media. Provider shall obtain Client's prior written approval for any expense exceeding .

4. CLIENT OBLIGATIONS

Client shall provide Provider with timely access to Client's website hosting, analytics, content management system, advertising accounts, and any other accounts or credentials reasonably necessary for Provider to perform the Services. Client shall ensure that content and materials supplied to Provider do not infringe third-party rights and are accurate and lawful.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party to 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.

5.2 Obligations. Each Party shall (a) use Confidential Information solely for the performance of its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

5.3 Exceptions. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving Party; (ii) was already known to the receiving Party without obligation of confidentiality; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Pre-Existing IP. Each Party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

6.2 Deliverables. Subject to Client's payment of all amounts due, Provider assigns to Client all right, title and interest in and to Deliverables specifically created for Client under this Agreement (excluding Provider Tools and Provider's pre-existing materials). "Provider Tools" means Provider's proprietary methodologies, processes, templates, software, code, and know-how used in performing the Services.

6.3 License. Provider grants Client a worldwide, non-exclusive, perpetual license to use Provider Tools to the extent incorporated into Deliverables. Provider retains the right to use general skills and knowledge acquired during performance for other clients.

7. WARRANTIES; DISCLAIMERS

7.1 Mutual Warranty. Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

7.2 Provider Warranty. Provider warrants that it will perform the Services in a professional and workmanlike manner in accordance with industry standards. Provider does not warrant specific search engine rankings, placement, or traffic levels.

7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 By Provider. Provider shall indemnify and hold harmless Client from and against third-party claims arising from Provider's gross negligence or willful misconduct in performing the Services or from infringement by Provider of any third-party intellectual property, provided that Client promptly notifies Provider in writing of any claim and cooperates in the defense.

8.2 By Client. Client shall indemnify and hold harmless Provider from claims arising out of Client-provided content, materials, or instructions or Client's breach of representations contained herein.

9. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a Party's indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of Provider for any and all claims arising under this Agreement shall not exceed the fees paid by Client to Provider under this Agreement during the months preceding the claim, or , whichever is greater.

10. INSURANCE

Provider shall maintain insurance policies customary for its industry, including general liability insurance and cyber/privacy liability coverage. Minimum coverages shall be:

11. REPRESENTATIONS

Each Party represents and warrants that (a) it has the legal right and authority to enter into this Agreement; (b) its execution and performance will not violate any other agreement to which it is a party; and (c) the individuals executing this Agreement are duly authorized to bind the Party.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, overnight courier, or email with confirmation. Notices are effective upon receipt.

13. AMENDMENTS; WAIVER; ASSIGNMENT

13.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach shall constitute a waiver of any subsequent breach unless in writing and signed by the waiving Party.

13.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

14. FORCE MAJEURE

Neither Party shall be liable for delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, governmental action, labor disputes, internet outages, or pandemics. The affected Party shall give prompt notice and use reasonable efforts to resume performance.

15. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including any exhibits and executed Change Orders) constitutes the entire agreement between the Parties with respect to the Services and supersedes all prior and contemporaneous agreements and understandings. If any provision is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

17. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed originals.

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