Search Engine Optimization Service Agreement

THIS SEO SERVICE AGREEMENT, dated [date] (the “Effective Date”), is between Premier Marketing (“Company”), a North Carolina, Limited Liability Company, having offices at 1312 South College Street, Unit 1304, Charlotte, North Carolina, 28203, and [client name] (“Client”), a [state of incorporation] [Type of Entity], with its principal place of business at [address]. Company and Client are sometimes referred to herein collectively as “Parties” and individually as a “Party.”

  1. WHEREAS, Company provides search engine optimization and digital marketing services to improve online visibility and search engine rankings;
  2. WHEREAS, Client desires Company to provide comprehensive SEO services to improve Client’s website visibility, search engine rankings, and organic traffic for Client’s business purposes;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

Article I. Definitions

“Agreement” means this written agreement between Company and Client.

“Analytics Data” means website traffic data, search engine ranking positions, keyword performance metrics, and other measurable SEO performance indicators.

“Backlinks” means incoming hyperlinks from external websites that point to Client’s website.

“Baseline Report” means the initial SEO audit and analysis of Client’s website conducted by Company prior to beginning optimization work.

“Content” means written materials, articles, blog posts, meta descriptions, title tags, and other textual content created or optimized for SEO purposes.

“Domain Name” or “Name” is the alpha-numeric name associated with Client’s Website, Web pages or electronic mail.

“Keywords” means search terms and phrases identified by Company for optimization targeting based on Client’s business objectives and market research.

“Local SEO” means optimization strategies specifically designed to improve visibility in location-based search results.

“Monthly Report” means Company’s regular reporting of SEO performance metrics, ranking improvements, and strategic recommendations delivered to Client.

“Off-Page SEO” means optimization activities performed outside of Client’s website, including link building, citation management, and external reputation management.

“On-Page SEO” means optimization activities performed directly on Client’s website, including content optimization, meta tag improvements, and technical enhancements.

“Project Manager” means one of Client’s employees, as may be designated by Client from time to time, who shall be deemed as Client’s liaison with Company, and who shall have the power to act as Client’s project manager in order to make ongoing decisions under this Agreement which are binding upon Client.

“Search Engine” means Google, Bing, Yahoo, and other internet search platforms.

“SEO Campaign” means the comprehensive search engine optimization strategy developed and implemented by Company for Client.

“Technical SEO” means optimization of website infrastructure, including site speed, mobile responsiveness, crawlability, and indexation improvements.

“Website” means Client’s internet website(s) and associated domain name(s) that are the subject of the SEO services.

Article II. SEO Services

Section 2.1 SEO Strategy Development

(a) Initial SEO Audit. Company shall conduct a comprehensive baseline audit of Client’s website and current search engine performance, including analysis of current rankings, technical issues, content gaps, and competitive landscape assessment (the “Baseline Report”).

(b) Keyword Research and Strategy. Company shall perform extensive keyword research to identify target keywords and phrases that align with Client’s business objectives and have optimal search volume and competition levels. Company shall provide Client with a comprehensive keyword strategy document for review and approval.

(c) SEO Strategy Document. Based on the Baseline Report and keyword research, Company shall develop a comprehensive SEO strategy document outlining optimization priorities, timelines, and expected outcomes. Client shall review and approve this strategy document before implementation begins.

(d) Monthly Strategy Reviews. Company and Client shall conduct monthly strategy review meetings to assess progress, discuss performance metrics, and make strategic adjustments as needed. Client shall compensate Company at the rate of [rate, e.g., one hundred fifty dollars ($150.00)] per hour for additional strategy consultation beyond the standard monthly review.

Section 2.2 On-Page SEO Services

(a) Content Optimization. Company shall optimize existing website content, including title tags, meta descriptions, header tags, and body content to improve search engine rankings for target keywords.

(b) Technical SEO Implementation. Company shall implement technical improvements including site speed optimization, mobile responsiveness enhancements, URL structure improvements, and schema markup implementation.

(c) New Content Creation. Company shall create SEO-optimized content including blog posts and service pages as outlined in the SEO strategy. Content creation beyond the scope defined in Section 2.5 shall be subject to additional fees at the rate of $200 per piece of content.

Section 2.3 Off-Page SEO Services

(a) Link Building Campaign. Company shall develop and execute a strategic link building campaign to acquire high-quality backlinks from relevant and authoritative websites.

(b) Local SEO Optimization (if applicable). Company shall optimize Client’s Google Business Profile, manage local citations, and implement local SEO strategies to improve visibility in location-based searches.

(c) Reputation Management. Company shall monitor online mentions and reviews, and provide guidance on reputation management strategies.

Section 2.4 Reporting and Analytics

(a) Monthly Performance Reports. Company shall provide Client with detailed monthly reports showing ranking improvements, traffic growth, keyword performance, and other relevant SEO metrics.

(b) Quarterly Strategy Reviews. Company shall conduct comprehensive quarterly reviews of SEO performance and provide strategic recommendations for continued improvement.

(c) Analytics Setup and Monitoring. Company shall ensure proper implementation and monitoring of Google Analytics, Google Search Console, and other relevant tracking tools.

Section 2.5 Fees and Payment

(a) Monthly SEO Fee. Client agrees to pay Company [monthly amount, e.g., three thousand dollars ($3,000.00)] per month for comprehensive SEO services as outlined in this Agreement (the “Monthly SEO Fee”). The first month’s payment shall be due upon execution of this Agreement, and subsequent payments shall be due on the same calendar day each month thereafter. The Monthly SEO Fee covers the services specified in this Agreement for up to [number of target keywords, e.g., 25] target keywords and [number of content pieces, e.g., 4] pieces of optimized content per month.

(b) Additional Services. Additional services beyond this scope shall be subject to additional fees as outlined in this Agreement.

Section 2.6 Service Timeline and Expectations

(a) Initial Implementation Phase. Company shall complete the initial SEO audit and begin implementation of foundational SEO improvements within [number, e.g., thirty (30)] days of executing this Agreement.

(b) Ongoing Optimization. Following the initial implementation, Company shall provide ongoing SEO services on a continuous monthly basis as outlined in this Agreement.

(c) Performance Expectations. While Company cannot guarantee specific ranking positions or traffic increases due to the nature of search engine algorithms, Company shall use best practices and proven methodologies to improve Client’s search engine visibility and organic traffic over time.

Section 2.7 Additional Services

(a) Content Creation Beyond Scope. Additional content creation beyond the monthly allocation shall be charged at [rate, e.g., two hundred dollars ($200.00)] per piece.

(b) Technical Website Modifications. Major technical website modifications requiring development work shall be quoted separately and require written approval from both Parties.

(c) Paid Advertising Management. Management of Google Ads or other paid advertising campaigns shall be subject to a separate agreement and fee structure.

Section 2.8 Client Responsibilities

(a) Access and Permissions. Client shall provide Company with necessary access to website backend, analytics accounts, and other platforms required to perform SEO services.

(b) Content Review and Approval. Client shall review and approve content created by Company within [number, e.g., five (5)] business days of delivery.

(c) Technical Implementation. Client shall implement technical recommendations provided by Company in a timely manner or arrange for such implementation through Client’s web developer.

Article III. Intellectual Property And Content Ownership

Section 3.1 Company’s Retained Rights

(a) SEO Methodologies and Tools. Company shall retain full ownership of all proprietary SEO methodologies, tools, processes, templates, and technical solutions developed by Company and used in providing services to Client.

Section 3.2 Client’s Rights

(a) Client-Specific Content. Client shall retain ownership of all content specifically created for Client’s website, including blog posts, articles, and webpage content, subject to Client’s payment of all fees due under this Agreement.

(b) Website and Domain. Client retains full ownership of Client’s website, domain name, and existing content.

(c) Analytics Data. Client shall have full access to and ownership of all analytics data and performance metrics related to Client’s website.

Section 3.3 Performance and Reporting

(a) Monthly Reporting. Company shall provide detailed monthly reports including: keyword ranking changes, organic traffic growth, backlink acquisition progress, technical SEO improvements implemented, content performance metrics, and recommendations for the following month.

(b) Quarterly Business Reviews. Company shall conduct quarterly business reviews to assess overall SEO campaign performance and strategic alignment with Client’s business objectives.

Article IV. Warranties

Company Confirms and Warrants That:

4.1 Company’s Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.

4.2 Company’s Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.

4.3 Professional Standards. Company shall perform all SEO services in accordance with current industry best practices and search engine guidelines.

4.4 Ethical Practices. Company shall not engage in any “black hat” SEO practices that could result in search engine penalties to Client’s website.

ARTICLE V. DISCLAIMERS AND LIMITATION OF LIABILITY

5.1 SEO Results Disclaimer. NO GUARANTEE OF RESULTS. Client acknowledges that search engine optimization results depend on numerous factors beyond Company’s control, including but not limited to search engine algorithm changes, competitor activities, and website technical factors. COMPANY MAKES NO GUARANTEES REGARDING SPECIFIC RANKING POSITIONS, TRAFFIC INCREASES, OR BUSINESS OUTCOMES. While Company will use best practices and proven methodologies, SEO is an ongoing process that requires time to show results.

5.2 WARRANTY DISCLAIMER. THE GOODS AND SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY OR MERCHANTABILITY OF THE COMPUTER PROGRAM; 2) FITNESS FOR A PARTICULAR PURPOSE, LICENSEE’S PURPOSE OR SYSTEM INTEGRATION; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

5.3 LIMITATION OF LIABILITY. CLIENT AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO CLIENT’S WEBSITE BY CLIENT OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

5.4 Company Not Liable for Delays or Defaults. Company shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of Company are due to:

  • Acts of God or of a public enemy;
  • Acts of the United States or any state or political subdivision thereof;
  • Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
  • Embargoes, epidemics or quarantine restrictions;
  • Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;
  • Delays of supplier or delay of transportation for any reason;
  • Causes beyond the control of Company in furnishing items or services including, but not limited to, breakdown or failure of machinery or equipment, or delay in Client reporting problems or furnishing information or materials. Acceptance of delivery of goods or services shall constitute a waiver and release of Company by Client for any claim for damages, setoff, discount or other liability on account of delay.

5.5 Third-Party Dependencies. Company is not responsible for changes made by search engines to their algorithms, policies, or ranking factors that may affect Client’s website performance.

Article VI. Term And Termination

6.1 Initial Term. This Agreement shall have an initial term of [number, e.g., Twelve (12)] months from the Effective Date.

6.2 Renewal. Following the initial term, this Agreement shall automatically renew for successive [monthly/quarterly] periods unless either Party provides [number, e.g., thirty (30)] days written notice of termination.

6.3 Termination by Company.

  • No Cause. Company reserves the right to, and Client agrees that Company may, terminate any and all services to Client for no cause and without any reason upon [number, e.g., thirty (30)] days’ notice.
  • Cause. Company reserves the right to, and Client agrees that Company may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. COMPANY RESERVES THE RIGHT TO USE SELF-HELP TO THE GREATEST EXTENT PERMITTED UNDER THE LAW, INCLUDING, BUT NOT LIMITED TO, ELECTRONIC REMEDIES.
  • Acceleration Upon Client Breach. In the event that Client materially breaches this Agreement, including but not limited to failure to make payments when due, failure to provide necessary materials or approvals, or violation of any material term of this Agreement, Company may, at its sole discretion and in addition to any other remedies available at law or in equity, declare the entire remaining balance of the fees owed under this Agreement immediately due and payable. Client shall pay such accelerated amount within ten (10) days of Company’s written notice of acceleration.

6.4 Post-Termination Rights.

  • Fees Owed to Company. After termination by any Party for any reason, Company shall retain the right to recover all accrued charges due and owing by Client to Company through the date of termination, and Client agrees that it waives any right it may have against Company to offset fees payable by Client to Company. Upon termination for any reason, Company’s license to Client for use of Company’s intellectual property shall immediately terminate, and Client shall cease all use of any materials incorporating Company’s intellectual property. Client shall have thirty (30) days from termination to migrate any Client-owned content to an alternative platform.
  • Effect of Termination. Upon termination, Company shall provide a final report of all work completed and transfer any Client-owned assets. Client shall pay all fees accrued through the date of termination.

Article VII. Confidentiality, Privacy, Security, And Non-solicitation

7.1 Confidentiality. The Parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information (“Confidential Information”) which is owned by the disclosing Party. Both Parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of [years, e.g., two (2)] years following the termination or expiration of this Agreement.

7.2 Use Restrictions. The Parties agree to keep Confidential Information in strict confidence and only use the disclosing Party’s Confidential Information for purposes of performing obligations under this Agreement. The receiving Party shall treat the Confidential Information with at least the degree of care and protection with which it treats its own proprietary and confidential information of a like nature, but in any event with no less than reasonable care and protection.

7.3 Exclusions. Confidential Information shall not mean any information that: (a) is known to the receiving Party at the time of disclosure; (b) is developed independently by the receiving Party without use of the disclosing Party’s Confidential Information; (c) falls within the public domain without breach of this Agreement; (d) is publicly disclosed with written approval of the disclosing Party; or (e) becomes lawfully known or available to the receiving Party without restriction from a source having the lawful right to disclose it.

7.4 Return of Information. Upon any termination, cancellation, or rescission of this Agreement, or upon the request of the disclosing Party, the receiving Party shall either (i) surrender and deliver all Confidential Information of the disclosing Party, including all copies thereof; or (ii) destroy the Confidential Information and certify the destruction within one (1) month.

7.5 Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, neither Party shall solicit, directly or indirectly, the employment of any of the other Party’s employees.

Article VIII. General Provisions

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Mecklenburg County, North Carolina.

8.2 Dispute Resolution. Any dispute which the Parties cannot resolve within thirty (30) days shall be subject to the exclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina.

8.3 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the matters stated herein. This Agreement may be amended or modified only in writing signed by authorized representatives of both Parties.

8.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain valid and in full force and effect.

8.5 Independent Contractor. Company and its employees, contractors, and personnel are independent contractors and not employees of Client. Neither Party is an agent of the other.

8.6 Assignment. This Agreement and any performance or obligations hereunder may not be assigned or transferred by either Party without the prior written consent of the other Party.

8.7 Attorney’s Fees. If either Party institutes an action to enforce this Agreement or any of its terms, Company is entitled to recover all of its costs, expenses, and reasonable attorneys’ fees.

8.8 Notices. All notices pertaining to this Agreement must be in writing and must be mailed by either (i) registered mail, (ii) certified mail, postage prepaid and return receipt requested, or (iii) a reputable overnight carrier service. All Notices to Company shall be addressed and delivered to: Premier Marketing, 1312 South College Street, Unit 1304, Charlotte, North Carolina, 28203.

8.9 Waiver. The failure of either Party to seek relief for the other Party’s breach of any duty under this Agreement shall not waive any right of the non-breaching Party to seek relief for any subsequent breach.

8.10 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.