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 professional SEO service agreements.
Providers and Clients
The first thing to understand is a contract provides benefits both the provider and the client. A killer SEO 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 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. 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 critical topics every contract should cover.
Statement of Work
The statement 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 the parties need to detail the SEO deliverables in the written contract. The drafted and signed document prevents future arguments over who was supposed to do things such as post social media comments, and so on.
Many search engine optimization campaigns quickly run into trouble when a client feels the SEO provider is using bait and switch tactics. 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. The client and provider should each designate a single contact person. Doing so 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. cline t 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. The parties must address this issue in negotiations or litigation may be inevitable.
Google Webmaster Guidelines
The Google Webmaster Guidelines are considered a bellwether 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 undertaken by the provider. The milestones create 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 growth of the campaign.
Will the provider guarantee specific rankings? SEO guarantees are a controversial subject. Some providers believe it is impossible given the fact Google changes its ranking methodology so frequently. Google agrees with this view. Other SEO businesses still offer to do it. For those who do, the parties need to negotiate what is and is not covered in the guarantee and reduce it to writing in the SEO service agreements.
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 providers require an SEO retainer up front to avoid compensation issues. The parties need to agree to a solution.
There was a time when clients were required to commit to SEO service agreements with terms of a year or more. 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, the parties also need to address issues such as termination and the events giving rise to the termination. 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 SEO service agreements should include a non-disclosure clause. On larger projects, entering into an independent SEO NDA may be a smart choice. The NDA 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 mutual non-disclosure clause or agreement – a win-win for the parties.
Jurisdiction is one of the more important topics covered in a contract. The jurisdiction establishes the county where the parties must litigate or arbitrate any disputes.
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 crucial because it creates leverage in the conflict. Is a client in New York 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 an issue worth fighting over.
You should obtain customized SEO service agreements for your business. Every website is different, and every campaign is unique. The passage of time blurs the terms of transactions 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.
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