Article 1 Commencement Date
THIS AGREEMENT made _ _______ day of ___________________, 200__
Article 2 Description Of Parties
<Your name>, having its principal place of business at
, <city>, <region>, <country>. (hereinafter called _ "SEO")
________________, having its principal place of business at
, <city>, <region>, <country>. (hereinafter called _ “CLIENT”)
Article 3 Recitals
WHEREAS _ SEO offers internet marketing _ website optimisation services (hereinafter referred _ as SERVICES)
AND WHEREAS _ CLIENT _ interested in utilizing _ SERVICES of _ SEO
AND WHEREAS _ SEO desires _ offer SERVICES _ the CLIENT, _ the CLIENT wishes _ contract SERVICES from _ SEO
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of _ mutual covenants set out herein _ other good _ valuable consideration, _ receipt _ sufficiency of which _ hereby acknowledged, _ Parties _ this Agreement agree as follows:
Article 4 Definitions _ Interpretations
4.1 For _ purposes of this Agreement, _ following terms shall have _ following meanings:
(a) "Commencement Date" shall be _ date of approval of this Agreement as set forth in Article 1 of this Agreement.
(b) "Party" _ "Parties" shall mean a party _ the parties _ this Agreement, respectively.
(c) "Related Services" shall mean any service provided by SEO in relation _ internet marketing, including, but not limited to: domain registration, website hosting, graphics design, email campaigns, _ newsletters.
(d) “Search Engine Optimization” shall mean _ process of making changes _ the code, design and/or content of one _ more website pages for _ purposes of ranking more favorably in one _ more internet search engines.
(e) “Link Building” shall be _ process of acquiring incoming hypertext links from other website pages in order _ build traffic _ the site.
(f) “Directory” shall mean a website that contains pages of outgoing hypertext links that are organized into categories.
(g) “Portal” shall mean a web site that provides multiple services with _ goal of becoming _ main site for a wide variety of users. More specialized Portals are called “Vertical Portals” _ “Vortals”
(h) “Keyword(s)” also known as “Search Term(s)”) shall mean word(s) entered by _ searcher into a search form. Other instructions can optionally be added _ keywords in some engines _ create a “Query”.
(i) “Search Engine Results Pages” (SERPs) are _ results that a search engine presents in response _ a Query.
(j) “Compliant Techniques ” shall be Search Engine Optimization techniques that conform _ the Terms Of Service _ generally accepted guidelines for a particular search engine.
(k) “Pay for Inclusion” (PFI) _ the practice by some search engines _ Directories requiring a payment of a fee before _ inclusion of a website into said search engines _ Directories database _ results will be allowed. Some PFI fees do not guarantee inclusion, only consideration for inclusion, _ are non-refundable.
(l) “PPC (Pay Per Click)” _ a system in which one purchases textual advertisements _ be placed _ the search engine _ Directory results page based upon a list of keywords and/or phrases chosen by _ advertiser _ in response _ a search term. _ details _ how _ where _ advertisement appears _ the results page may vary _ include bid amounts, click through rates (CTR), relevance _ other factors. _ key denominator _ that _ advertiser only pays when a user clicks _ the advertisement.
4.2 In this Agreement, unless _ context requires otherwise, _ singular number shall include _ plural _ vice versa; words importing _ masculine gender shall include _ feminine _ neuter gender; _ words importing persons shall include associations, partnerships _ corporations _ vice versa.
4.3 For purposes of this Agreement, an entity shall be related _ or affiliated with a Party if one of them _ a subsidiary of _ other _ both are subsidiaries of _ same body corporate _ each of them _ controlled by _ same person. If two bodies corporate are affiliated with _ same body corporate at _ same time, they shall be deemed _ be affiliated with _ related _ each other.
4.4 Unless _ context of this Agreement requires otherwise, reference in this Agreement _ a numbered _ lettered article, section, subsection _ paragraph refers _ the article, section, subsection _ paragraph bearing that number _ letter in this Agreement. A reference _ "this Agreement", "herein", "hereof", "hereunder" _ similar terms refers _ this Agreement as a whole, together with any Schedules _ amendments _ this Agreement.
4.5 The language of this contract _ in English as in common use in _ United States of America (US English) _ any disputes with translations of this agreement _ its counterparts in other languages shall be settled finally in US English.
4.6 All references _ dates _ other calendar events shall be in _ Gregorian calendar such as in common use in North America. All references _ dates and/or times shall further be relative _ the principle place of business of _ SEO unless otherwise specified.
4.7 All references in this Agreement _ dollar amounts are _ U.S. funds unless otherwise specified.
Article 5 Services Offered
5.1 The SEO shall perform SEO services for _ following:
5.2 To _ extent that CLIENT requires additional assistance _ information from SEO, SEO will provide Related Services for an additional cost of <$75.00> per hour, not including expenses. Both parties prior _ any Related Service being performed shall mutually agree upon such additional costs. Allocation of time _ subject _ availability.
5.3 If _ technical support, assistance, _ information described in Article 5.2 _ to be provided at CLIENTs facilities, then CLIENT shall in advance of services performed, pay reasonable expenses for accommodations, travel, _ such other reasonable costs as are incurred by SEO in connection with _ provision of such technical support. SEO shall use its best efforts _ estimate _ amount of such reasonable expenses in advance of providing such technical support services, _ CLIENT shall pay _ SEO within thirty (30) days of receipt thereof _ amount of such estimate. Within thirty (30) days after such services have been provided, CLIENT shall pay _ SEO such additional reasonable amount as shall be due for such expenses, _ SEO shall reimburse CLIENT for any overpayment.
Article 6 Remuneration
6.1 CLIENT shall pay _ SEO a fee as follows:
(a) <initial payment>
(b) <ongoing/monthly payments>
6.2 CLIENT shall pay _ satisfy _ fees set out in Article 6.1 by payment to, _ to _ order of, SEO, by wire transfer _ bank draft in U.S. dollars immediately following _ Commencement Date, _ on _ agreed schedule, as applicable.
6.3 There shall be a $50 per month _ part of month late penalty for fees referenced by Article 6.1
6.4 There shall be no right of set-off _ recoupment with regard _ remuneration under this agreement.
Article 7 Intellectual Property _ Copyright
7.1 The CLIENT authorizes _ SEO’s use of all client logos, trademarks, Web site images, etc., for use in creating _ using web resources including, but not limited to, web pages; _ any other uses as deemed necessary by _ SEO, _ agreed _ by _ CLIENT, for search engine marketing _ optimization.
7.2 The CLIENT warrants that it _ legally entitled _ use, _ saves _ SEO harmless regarding, all materials provided _ the SEO by _ CLIENT during _ course of this agreement.
7.3 The SEO shall retain copyright over all work done until _ final payment _ made, subject _ Article 10.12
Article 8 Indemnification _ Access
8.1 CLIENT shall indemnify _ save harmless SEO _ SEO's directors, officers, employees, agents _ assigns from _ against all claims, actions, obligations, liabilities, damages, losses _ judgements, including any incidental costs _ expenses, arising out of _ attributed, directly _ indirectly, _ the actions agreed _ by _ CLIENT in this agreement.
8.2 The CLIENT acknowledges that _ SEO _ a specialist _ does not profess expertise in _ CLIENTs area of business. _ CLIENT _ responsible for, _ holds _ SEO blameless for, _ content, trademarks _ other aspects of _ website that are related _ the CLIENTs business, industry, _ competitors.
8.3 The CLIENT agrees _ provide _ following:
(a) The CLIENT must provide _ SEO with current passwords _ user IDs needed _ gain remote access _ the client’s Web site files via FTP software _ similarly functioning software. _ SEO _ responsible for maintaining confidentiality of _ passwords _ user IDs.
(b) Where FTP access _ not possible, client agrees _ provide an email address of a technician who can upload requested changes _ a timely basis. _ SEO cannot be held responsible for delays once _ technician has been notified of _ upload request. A copy of _ request will be sent _ the CLIENT.
(c) Access _ raw log files _ existing statistical reporting _ facilitate Web site traffic reporting. _ SEO will not be unable _ supply these reports if _ raw log files nor existing statistical reporting _ available.
(d) If client’s site _ sparse in textual content, _ CLIENT will provide additional relevant text content in electronic format for _ purpose of creating additional web pages _ increasing _ content _ existing ones, at _ SEO’s direction _ discretion. If this content _ not _ cannot be provided, _ SEO cannot be held responsible for results related _ the absence of such materials. _ CLIENT further agrees _ allow _ SEO _ modify keyword density, positioning _ other SEO related aspects of _ content without restriction.
(e) The CLIENT agrees that no work shall be done _ the website during _ optimization process without _ SEO’s knowledge _ previous consent. _ SEO shall not be responsible for delays, costs, _ errors attributable _ unauthorized changes _ the website during _ term of this contract.
Article 9 Term _ Termination
9.1 The Term of _ Agreement is, subject _ the prior renewal _ termination of this Agreement pursuant _ the terms _ conditions hereof, _ for a period of 12 months, commencing _ the Commencement Date. This agreement may be renewed by mutual written consent of both parties for a subsequent term. Such renewal shall be _ the terms _ conditions agreed upon by both parties.
9.2 Either Party may terminate this Agreement in _ event that _ other Party breaches a material condition hereof, provided that _ first Party gives written notice _ the second Party of _ breach. _ second Party shall have thirty (30) days from receipt of such notice _ correct _ breach. In _ event _ breach _ not remedied within this period, _ first Party may, in its sole discretion, terminate this Agreement within a reasonable time after _ expiry of _ thirty (30) day period.
9.3 Notwithstanding any other provision of this Agreement, _ Parties agree _ acknowledge that _ provisions of Articles 7, 8 _ 10 shall survive _ expiration _ termination of this Agreement _ shall remain in full force _ effect notwithstanding such expiration _ termination.
9.4 Any termination of this Agreement shall be without prejudice _ any other rights (including any right of indemnity), remedy _ other relief vested in either Party _ to which either Party may otherwise be entitled pursuant _ this Agreement.
Article 10 General
10.1 Warranties by both parties are as follows:
(a) Each Party _ this Agreement warrants that it _ not under any legal obligation that would prevent it from entering into this Agreement _ that would prevent _ hinder _ carrying out of its terms, _ that all internal authorisations required for _ entering into of this Agreement have been _ will be made, including any required authorisations by its Board of Directors, _ otherwise.
(b) The Parties agree that, except as may be expressly provided in this Agreement, neither has made _ makes _ the other any representations _ warranties respecting _ compensation that _ other may expect _ earn _ receive pursuant _ this agreement _ otherwise.
(c) Save _ except as expressly set forth in this Article 10 of _ Agreement, SEO expressly disclaims _ excludes all express _ implied representations _ warranties, whether statutory _ otherwise.
10.2 SEO _ CLIENT are _ shall be independent contractors _ SEO _ not _ shall not be _ agent _ legal representative of CLIENT for any purpose whatsoever. Neither Party _ granted any right _ authority _ assume _ to create any obligation _ responsibility, express _ implied _ behalf of _ in _ name of _ other Party _ to bind _ other Party in any manner whatsoever.
10.3 The Parties hereby agree that they not _ hold themselves out as having any right _ authority _ assume _ to create any obligation _ responsibility _ behalf of _ in _ name of _ other party _ to bind _ other party in any manner whatsoever other than as may be expressly provided in this Agreement.
10.4 Subject _ Article 10.5, no Party may assign this Agreement without _ prior written consent of _ other Party, which consent shall not be unreasonably withheld. Any attempt _ assign this Agreement without such written consent shall be void.
10.5 Notwithstanding Article 10.4, SEO shall be entitled _ assign this Agreement _ a company related _ or affiliated with SEO without _ prior written consent of CLIENT.
10.6 It _ agreed between _ Parties that neither of _ Parties shall be held responsible for damages caused by delay _ failure _ perform their respective undertakings under _ terms of this Agreement when _ delay _ failure _ due _ fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, _ delays _ defaults caused by common carriers, that cannot reasonably be foreseen _ provided against, including _ actions of search engines, directories _ related parties not under _ direction _ control of _ SEO.
10.7 The delay _ failure in performance excused by Article 10.6 of this Agreement shall only be excused for so long as _ causes of such excusable delay _ failure subsist. _ Parties shall resume _ performance of their respective undertakings forthwith upon cessation of _ cause of such excusable delay _ failure.
10.8 No covenant _ condition of this Agreement may be waived except by _ written consent of _ waiving Party, _ forbearance _ indulgence by _ waiving Party in any regard whatever shall not constitute a waiver of _ covenant _ condition _ be performed by _ other Party _ until complete performance by _ other Party of _ covenant _ condition, _ waiving Party shall be entitled _ invoke any remedy available under this Agreement _ at law, despite _ forbearance _ indulgence.
10.9 If any part of this Agreement _ found _ be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement _ shall not affect _ validity of _ remainder, which remainder shall remain in full force. Such severance shall have effect only in _ geographic area within which such court has jurisdiction.
10.10 All notices required _ be forwarded pursuant _ this Agreement shall be sent by email, registered mail, personal delivery _ facsimile _ the addresses _ facsimile numbers set out below _ such other address _ facsimile number as either Party may advise:
In _ case of SEO:
E-mail: SEO Email
In _ case of CLIENT:
Any notice delivered by mail shall be deemed given when received. _ date of receipt of any notice by facsimile shall be _ date upon which _ transmitter of _ facsimile receives confirmation of _ facsimile transmission.
10.11 The laws of _ <State/Province> of________ in _
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