SEO Contract – Search Engine Optimization Agreements For Providers and Clients

Search engine optimization is the superior marketing strategy if you are seeking long-term success on the web. Most site owners don’t have the expertise or time to handle the process themselves. Instead, they hire search engine experts. This retention necessarily involves the negotiation and creation of a search engine optimization agreement.SEO contract - agreement

Providers and Clients

The first thing to understand is a contract benefits both the provider and client. A contract puts the terms of the agreement in place in a fixed form both parties can understand. Putting “pen to paper” is particularly important with SEO because of a problem that comes up time and again – the passage of time.

Let’s assume Bob owns a site selling pottery. After a good bit of due diligence, Bob hires Cat to handle his optimization work. She tells Bob it will take six months to a year to rank for most of Bob’s desired keyword phrases. They discuss the campaign over the phone, and Bob agrees to move forward.

Six months pass.

Bob is getting antsy.

Bob has been paying Cat for her services each month, but he has no first-page listings. Cat reminds him that it can take up to a year to see the rankings. Bob just recalls her mentioning six months. An argument begins, and things quickly spiral out of control. The optimization effort falls apart, and neither party is happy.

Search engine optimization takes time. I don’t know about you, but I can’t recall what I had for lunch a week ago. Most people are the same way. How then are both parties going to remember what was said six months ago? They can try referencing emails, but emails are not contracts. In fact, neither are oral agreements. A written contract is by far the best approach because both parties can reference it to see the agreed upon details of the deal. This short circuits misunderstandings, making disputes much easier to overcome.

SEO Contract Issues

The parties need to address any number of issues in an SEO agreement. Let’s take a look at a number of the key topics every contract should cover.

Scope of Work

The scope of work refers to the duties each party assumes under the agreement. For example, the parties might agree the SEO provider will make suggestions regarding site changes, but the client is responsible for making the actual changes. In other cases, the parties might agree the SEO provider will access the site and make the suggested changes. Either approach is fine but needs to be detailed in the written contract. This prevents future arguments over who was supposed to do things such as post social media comments and so on.

SEO Team

Many search engine optimization campaigns quickly run into trouble when a client feels they are being given the bait and switch. This occurs when the client speaks with one person through the sales process, but then is passed off to someone else they don’t know for the actual campaign. A search engine optimization contract should include language detailing the individuals with the provider who will be working on the campaign. A single contact person should also be designated for the client and provider. This simplifies communications, which tends to keep both parties happy.


Will the search engine optimization provider be outsourcing the work to independent contractors in or out of the country? Many do. This can be a real problem because most clients will demand confidentiality from the provider. Enforcing a confidentiality clause against someone in India or some other country is very difficult. This issue must be addressed in the contract negotiations, or litigation can quickly arise.

Google Webmaster Guidelines

The Google Webmaster Guidelines are considered a bell weather of sorts for search engine optimization. Some people mistakenly believe the guidelines are actual laws. They are not. Not even close. The question a provider and client need to hash out is whether the SEO campaign will comply with these guidelines. There should also be language addressing the duty of the parties when Google inevitably changes the guidelines. Many SEO relationships became turbulent after the Google Penguin algorithm update when Google asserted an “over optimization” penalty that hurt many older sites. A good contract will provide guidance for handling such future developments.


How will keywords be handed in the relationship? Does the client already have a list they wish to use? Is the provider going to generate one? If the SEO company does, will the client have the final say over the list?


An SEO contract should list milestones related to the on-page and off-page work being completed by the provider. This creates a schedule both parties can measure progress against as the project evolves. To this end, the provider should be required to send clients a monthly progress report and call them to discuss the progress of the campaign.

SEO Guarantees

Will the provider guarantee specific rankings? Guarantees are a controversial subject. Some providers believe it is impossible given the fact Google changes its ranking methodology so frequently. Other SEO businesses still offer to do it. For those who do, the exact guarantee needs to be reduced to writing as well as the consequences of failing to deliver on the guarantee.


Providers need to be paid. The payment terms detail when and how the payments occur. A common issue is the timing of the payments. Clients often pay net 30 for services, but many SEO providers require payment up front. The parties need to agree to a solution.


There was a time when clients were required to commit to contracts of a year or more when it came to search engine optimization. Competition has largely eliminated this notion. Still, the term of the contract needs to be detailed clearly. Will the contract be month-to-month, quarterly or what?

To this end, issues such as termination and the events giving rise to termination must also be dealt with in writing. Under what conditions can a client terminate the contract? Does the provider get paid for the month during which termination occurs? These issues need to be worked out between the parties.


A client is necessarily going to reveal certain business secrets to their SEO provider. Given this, the contract should include a confidentiality clause. The clause should be written to protect the business secrets of the client, but also the methods and strategies employed by the provider. Put another way, the clause should be a win-win for the parties.


Jurisdiction is one of the more important topics covered in a contract. The jurisdiction establishes the location any dispute between the parties will be adjudicated.

Let’s assume you are an SEO provider in San Diego. Your client is in New York City. If a dispute arises, where will an arbitration or lawsuit be heard? The answer is important because it creates leverage in the dispute. Is a client in New York really going to want to spend the time and money to come to San Diego to contest a dispute they might not win? Possibly, but the cost and inconvenience will make that party think twice.

Negotiating the jurisdiction of a search engine optimization agreement can be challenging. The problem is the issue is very black and white. There isn’t much room for negotiating. The jurisdiction is either where the provider is located or where the client is located. Regardless, it is definitely an issue worth fighting over.

In Closing

Every search engine optimization agreement should be a customized contract. Every website is different and every campaign is unique. The passage of time blurs the terms of agreements in the minds of the provider and client. A quality SEO contract is the single best method for avoiding this problem. Contact me today to learn more.

Richard A. Chapo, Esq.