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Date, 20xx
Service Agreement for Search Engine Optimization and Marketing Services
This Service Proposal is made on (date, 20xx), between (Client Company), herein referred to as "Client", and (Your Name/Company Name), herein referred to as "Consultant", for SEO Services to be rendered by Consultant on behalf of Client for the web site located at http://www.example.com, herein referred to as “Website” for the purpose of achieving a satisfactory increase in web site traffic and search engine rankings.
The purpose of this service proposal is to precede set forth terms of a possible longer term, continuing working arrangement for performance of Search Engine Optimization and Search Engine Marketing services to be rendered by Consultant on behalf of Client.
1. Services To Be Performed
Consultant agrees to provide the following consulting services for Client for the purpose of achieving satisfactory search engine rankings to the best of Consultant’s ability:
Website Maintenance and Updates. Troubleshooting and correction of any errors within code of Website. Change or addition of on-page content and photos to web site. Creation and set up of email addresses as requested.
Keyword Analysis. Keyword research and analysis for a maximum of 10 keywords or search phrases.
Competitive Analysis. Competitive analysis for the selected main keywords/key-phrases.
Site Navigation. Analysis of site architecture and navigation, including hierocracy and internal linking structure.
Page Design and Copy. Analysis and development of site code, page design and on-page content with regards to Search Engine Optimization.
Meta Tags and Page Titles. Improvement of page titles and Meta tags for entire web site.
Search Engine Crawling. Track the crawling and indexing of web site by major search engines and/or directories.
Inbound Links. Analysis and development of external links to the web site.
Social Media. Updates and addition of content to Facebook and Twitter accounts. Creation of content and inclusion of web site to social bookmarking sites.
2. Term
The term of above services to be performed by Consultant will be executed on a month to month basis for twelve months, beginning (Date, 20xx), with the option for either party to cancel at anytime.
3. Compensation
Compensation of Consultant's performance of above services to be performed, at the term specified above, will be at an agreed upon fee of $(xxxx.xx) per month, to be paid on the first day of each month before services commence.
Consultant will submit invoices for services performed on a monthly basis.
4. Independent Contractor
Consultant is an independent contractor of Client and shall for no purpose whatsoever be deemed or considered an employee of Client. All expenses or disbursements incurred by Consultant in connection with Consultant’s performance hereunder shall be borne wholly and completely by Consultant. Consultant does not have, nor shall Consultant hold himself or herself out as having, any right, power or authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding on Client unless Client shall consent thereto in writing.
Consultant shall provide his own supplies, equipment and office space to be used in the performance of Consultant’s duties under this Agreement. Further, subject to the provisions of this Agreement, Consultant shall at all times determine the method and manner in which it performs its duties hereunder.
5. Termination Provisions.
Either Client or Consultant may by written notice to the other party, terminate their working relationship and this agreement.
Client and Consultant are in agreement that circumstances or conditions sometimes arise that warrant or necessitate termination of the Client-Consultant working relationship. In view of this possibility, both Client and Consultant agree that should the relationship terminate, it will be done so in an amicable fashion, maintaining an attitude of cooperation and professional demeanor, with respect for the reputation and dignity of the other party.
Client agrees to termination of services if payment is not received by the first of the month. Any notice of termination shall be deemed effective on the last date of the month in which termination notice is given.
6. Client Responsibility and Copyright Considerations.
Client will supply Consultant with all text, code, documents and other necessary materials, if applicable to the project, including but not limited to records pertaining to web site traffic, for performance of agreed upon services. Client affirms that he is the full copyright owner of such materials, or that he has obtained proper permission from the copyright owner(s) for use of such materials.
Materials provided by Client to Consultant hereunder may contain the names, logos and/or trademarks of Client. Consultant is prohibited from altering or copying such names, logos and/or trademarks in any way. Consultant understands that he does not have a right or license to use these materials in any way other than as specifically stated herein, and that he does not have and will not acquire any ownership interest in any such materials, names, logos and/or trademarks.
7. Ownership of materials.
Until payment in full of all fees as set forth in Sec. 3, all materials, ideas, designs, sketches and any other creations produced by Consultant for Client, whether distributed to the Client or not, remain the copyright and property of Consultant.
Upon payment in full of the fees described in Sec. 3, those and only those designs or materials which have been submitted to and approved by the Client become the property and copyright of the Client and will be deemed “work for hire”, Consultant hereby waives rights and requests for royalties related to those designs that are the property and copyright of the Client and were created by Consultant as a “work for hire”.
All rights to and interest in materials, ideas, sketches, designs and other creations that are not approved by the Client according to the requirements of this Agreement remain the copyright and property of the Consultant.
8. Indemnification.
Client will indemnify and hold harmless Consultant against any claims of libel, copyright, or trademark infringement brought against Consultant with respect to use, display, incorporation or reference to materials provided or used by Consultant for Client.
9. Exclusivity.
This agreement does not require Consultant to work exclusively on behalf of Client, provided, however, that during the term of this agreement Consultant may not engage in or work on behalf of any business that directly competes with Client.
10. Venue, Miscellaneous.
Any disputes arising from this Agreement will be litigated or arbitrated in Sussex County, NJ. This Agreement shall be governed in accordance with the laws of the State of New Jersey.
10.1 Entire Agreement. This Agreement contains the entire agreement among the parties, superseding in all respects any and all prior oral or written agreements or understandings pertaining to the subject matter hereof and transactions contemplated hereby.
10.2 Amendments. This Agreement may be amended or modified only by a written instrument signed by all of the parties hereto.
10.3 Waiver. No waiver by either party of any condition, or of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further and continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other term or covenant of this Agreement
10.4 Binding Effect; Assignments. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties hereto and their respective heirs, successors and assigns, but this Agreement shall not be assignable by Consultant. The Client may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of all or substantially all of its business or assets. The term “Client” as used in this Agreement shall mean and include any such successor corporation.
10.5 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.
10.6 Headings. The article and section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
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Your Name Date
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Client Date
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