Introduction by Sarah: I want to compliment Mel for creating a very useful post. Obviously, contracts and risk reduction are topics close to my heart. Because I want to keep Mel's and SEOmoz's exposure low, I am prefacing this post with the following disclaimer: THIS POST IS NOT LEGAL ADVICE. If you have questions about a contract or its meaning, you should always consult a qualified attorney.

Now that the disclaimer stuff is out of the way, please enjoy a very helpful and informative post. I hope this tremendously valuable sample form won't be the last posted by our users.


Having bounced around the SEO industry for the past few years, I’ve managed to keep a record of (what I consider to be) useful information when it comes to dealing with SEO clients. When I was an SEO consultant I used this information to create a personalized SEO contract for my business. With all the hoopla out there about SEOs being snakes, deadbeats, etc, I figured now would be an excellent time to share it. I’d like to extend a big “thank you” to Sarah Bird, who recently helped me with some of the legal mumbo jumbo.

Alter and enjoy!

Search Engine Optimization (SEO) Contract: http://www.clientsite.com

This contract is entered into between (company name) and _____________________ (hereinafter referred to as “Client”) on the ___ day of ___________, 200__.

 1. (Company name) will provide Client with Search Engine Optimization Services (hereinafter referred to as “SEO”) as described in this contract. (Company name) will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Client's website, http://www.clientsite.tld.

 2. The total fee for the SEO services to be provided is $amount/USD. All fees must be paid in full prior to the start of campaign. (<- or insert your own payment schedule here).

(Company name)'s SEO services are intended to serve two main purposes: 1) to provide the Client with increased exposure in search engines, and 2) to drive targeted online traffic to the site.

(Company name)'s SEO Services will include (but are not limited to):

•    Researching keywords and phrases to select appropriate, relevant search terms (up to XX phrases).

•    Obtaining “back links” from other related websites and directories in order to generate link popularity and traffic (up to XX amount).

•    Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary (up to XX pages).

•    Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.

•    Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.

•    Create traffic and ranking reports for clientsite.tld and any associated pages showing rankings in the major search engines.

3.  For the purposes of receiving professional SEO services, Client agrees to provide the following:

•    Administrative/backend access to the website for analysis of content and structure.

•    Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.

•    Unlimited access to existing website traffic statistics for analysis and tracking purposes.

•    A clientsite.tld email address for the purposes of requesting links (something like [email protected])

•    Authorization to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimization purposes.

•    If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. (Company name) can create site content at additional cost to the Client. If Client is interested in purchasing content from (Company name), please contact (Company name) for a cost estimate.  

4.  Client must acknowledge the following with respect to SEO services:

•    All fees are non-refundable.

•    All fees, services, documents, recommendations, and reports are confidential.

•    (Company name) has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

•    Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, (Company name) does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term. However, if (Company name) fails to increase traffic to the site by X% after four weeks of services, (Company name) will continue SEO services at no added cost to the Client until such a percentage is met.

•    Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” (Company name) assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

•    Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, (Company name) will re-optimize the website/page based on the current policies of the search engine in question.

•    Some search directories offer expedited listing services for a fee. If the Client wishes to engage in said expedited listing services (e.g., paid directories), the Client is responsible for all paid for inclusion or expedited service fees. (Company name) can offer a list of expedited listing services upon request.

•    Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. (Company name) does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.

5. (Company name) is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.

6. Additional Services not listed herein (such as managing pay-per click campaigns, copywriting, link baiting, etc.) will be provided for a fee of $XX-$XXX per hour. 

7. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to (Company name) for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend (Company name) and its subcontractors from any liability or suit arising from the use of such elements.

8. (Company name) is not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $XX per hour. Notwithstanding any other provision of this Agreement, (Company name’s) obligation to provide free SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the client’s webmaster uploads content without consulting (Company name), then (Company name’s) obligation to provide SEO services for free shall terminate.

9. Venue and Dispute Resolution: <insert here>

Note: Such provisions explain what will happen if there is a problem. It is a good idea to pick a venue that is favorable to your company (the provision should indicate what state’s law applies). You can choose whether you want to limit your dispute resolution options though. For example, many businesses require binding arbitration and prohibit lawsuits. Which option your business prefers depends on its size and the types and locations of its clients. Binding arbitrations are popular because they are generally cheaper, faster, and confidential.

Client Name: ________________________________________

Client Signature ___________________________________

Date: _______________

Company Name: ______________________________________

Signature _________________________________________

Date: _______________

Author’s Bio: Melanie Nathan is an enthusiastic SEO from Canada with over 7 years of experience in the industry. She has a passion for link building and can often be found around the various social networks discussing techniques and tactics. In fact, she loves talking shop and invites you to connect with her.