Article 1 Commencement Date
THIS AGREEMENT made the _______ day of ___________________, 200__
Article 2 Description Of Parties
<Your name>, having its principal place of business at <address>, <city>, <region>, <country>. (hereinafter called the "SEO")
________________, having its principal place of business at <address>, <city>, <region>, <country>. (hereinafter called the “CLIENT”)
Article 3 Recitals
WHEREAS the SEO offers internet marketing and website optimisation services (hereinafter referred to as SERVICES)
AND WHEREAS the CLIENT is interested in utilizing the SERVICES of the SEO
AND WHEREAS the SEO desires to offer SERVICES to the CLIENT, and the CLIENT wishes to contract SERVICES from the SEO
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement agree as follows:
Article 4 Definitions and Interpretations
4.1 For the purposes of this Agreement, the following terms shall have the following meanings:
(a) "Commencement Date" shall be the date of approval of this Agreement as set forth in Article 1 of this Agreement.
(b) "Party" and "Parties" shall mean a party and the parties to this Agreement, respectively.
(c) "Related Services" shall mean any service provided by SEO in relation to internet marketing, including, but not limited to: domain registration, website hosting, graphics design, email campaigns, and newsletters.
(d) “Search Engine Optimization” shall mean the process of making changes to the code, design and/or content of one or more website pages for the purposes of ranking more favorably in one or more internet search engines.
(e) “Link Building” shall be the process of acquiring incoming hypertext links from other website pages in order to build traffic to 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 the goal of becoming the main site for a wide variety of users. More specialized Portals are called “Vertical Portals” or “Vortals”
(h) “Keyword(s)” also known as “Search Term(s)”) shall mean word(s) entered by the searcher into a search form. Other instructions can optionally be added to keywords in some engines to create a “Query”.
(i) “Search Engine Results Pages” (SERPs) are the results that a search engine presents in response to a Query.
(j) “Compliant Techniques ” shall be Search Engine Optimization techniques that conform to the Terms Of Service and generally accepted guidelines for a particular search engine.
(k) “Pay for Inclusion” (PFI) is the practice by some search engines and Directories requiring a payment of a fee before the inclusion of a website into said search engines and Directories database and results will be allowed. Some PFI fees do not guarantee inclusion, only consideration for inclusion, and are non-refundable.
(l) “PPC (Pay Per Click)” is a system in which one purchases textual advertisements to be placed on the search engine or Directory results page based upon a list of keywords and/or phrases chosen by the advertiser and in response to a search term. The details on how and where the advertisement appears on the results page may vary and include bid amounts, click through rates (CTR), relevance and other factors. The key denominator is that the advertiser only pays when a user clicks on the advertisement.
4.2 In this Agreement, unless the context requires otherwise, the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter gender; and words importing persons shall include associations, partnerships and corporations and vice versa.
4.3 For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person. If two bodies corporate are affiliated with the same body corporate at the same time, they shall be deemed to be affiliated with or related to each other.
4.4 Unless the context of this Agreement requires otherwise, reference in this Agreement to a numbered or lettered article, section, subsection or paragraph refers to the article, section, subsection or paragraph bearing that number or letter in this Agreement. A reference to "this Agreement", "herein", "hereof", "hereunder" or similar terms refers to this Agreement as a whole, together with any Schedules and amendments to this Agreement.
4.5 The language of this contract is in English as in common use in the United States of America (US English) and any disputes with translations of this agreement or its counterparts in other languages shall be settled finally in US English.
4.6 All references to dates and other calendar events shall be in the Gregorian calendar such as in common use in North America. All references to dates and/or times shall further be relative to the principle place of business of the SEO unless otherwise specified.
4.7 All references in this Agreement to dollar amounts are to U.S. funds unless otherwise specified.
Article 5 Services Offered
5.1 The SEO shall perform SEO services for the following:
5.2 To the extent that CLIENT requires additional assistance or information from SEO, SEO will provide Related Services for an additional cost of <$75.00> per hour, not including expenses. Both parties prior to any Related Service being performed shall mutually agree upon such additional costs. Allocation of time is subject to availability.
5.3 If the technical support, assistance, or information described in Article 5.2 is to be provided at CLIENTs facilities, then CLIENT shall in advance of services performed, pay reasonable expenses for accommodations, travel, and such other reasonable costs as are incurred by SEO in connection with the provision of such technical support. SEO shall use its best efforts to estimate the amount of such reasonable expenses in advance of providing such technical support services, and CLIENT shall pay to SEO within thirty (30) days of receipt thereof the amount of such estimate. Within thirty (30) days after such services have been provided, CLIENT shall pay to SEO such additional reasonable amount as shall be due for such expenses, or SEO shall reimburse CLIENT for any overpayment.
Article 6 Remuneration
6.1 CLIENT shall pay to SEO a fee as follows:
(a) <initial payment>
(b) <ongoing/monthly payments>
6.2 CLIENT shall pay and satisfy the fees set out in Article 6.1 by payment to, or to the order of, SEO, by wire transfer or bank draft in U.S. dollars immediately following the Commencement Date, or on the agreed schedule, as applicable.
6.3 There shall be a $50 per month or part of month late penalty for fees referenced by Article 6.1
6.4 There shall be no right of set-off or recoupment with regard to remuneration under this agreement.
Article 7 Intellectual Property and Copyright
7.1 The CLIENT authorizes the SEO’s use of all client logos, trademarks, Web site images, etc., for use in creating and using web resources including, but not limited to, web pages; and any other uses as deemed necessary by the SEO, and agreed to by the CLIENT, for search engine marketing and optimization.
7.2 The CLIENT warrants that it is legally entitled to use, and saves the SEO harmless regarding, all materials provided to the SEO by the CLIENT during the course of this agreement.
7.3 The SEO shall retain copyright over all work done until the final payment is made, subject to Article 10.12
Article 8 Indemnification and Access
8.1 CLIENT shall indemnify and save harmless SEO and SEO's directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgements, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the actions agreed to by the CLIENT in this agreement.
8.2 The CLIENT acknowledges that the SEO is a specialist and does not profess expertise in the CLIENTs area of business. The CLIENT is responsible for, and holds the SEO blameless for, the content, trademarks and other aspects of the website that are related to the CLIENTs business, industry, and competitors.
8.3 The CLIENT agrees to provide the following:
(a) The CLIENT must provide the SEO with current passwords and user IDs needed to gain remote access to the client’s Web site files via FTP software or similarly functioning software. The SEO is responsible for maintaining confidentiality of the passwords and user IDs.
(b) Where FTP access is not possible, client agrees to provide an email address of a technician who can upload requested changes on a timely basis. The SEO cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to the CLIENT.
(c) Access to raw log files or existing statistical reporting to facilitate Web site traffic reporting. The SEO will not be unable to supply these reports if the raw log files nor existing statistical reporting is available.
(d) If client’s site is sparse in textual content, The CLIENT will provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing ones, at the SEO’s direction and discretion. If this content is not or cannot be provided, the SEO cannot be held responsible for results related to the absence of such materials. The CLIENT further agrees to allow the SEO to modify keyword density, positioning and other SEO related aspects of the content without restriction.
(e) The CLIENT agrees that no work shall be done on the website during the optimization process without the SEO’s knowledge and previous consent. The SEO shall not be responsible for delays, costs, or errors attributable to unauthorized changes to the website during the term of this contract.
Article 9 Term and Termination
9.1 The Term of the Agreement is, subject to the prior renewal or termination of this Agreement pursuant to the terms and conditions hereof, is for a period of 12 months, commencing on the Commencement Date. This agreement may be renewed by mutual written consent of both parties for a subsequent term. Such renewal shall be on the terms and conditions agreed upon by both parties.
9.2 Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice to the second Party of the breach. The second Party shall have thirty (30) days from receipt of such notice to correct the breach. In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within a reasonable time after the expiry of the thirty (30) day period.
9.3 Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination.
9.4 Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.
Article 10 General
10.1 Warranties by both parties are as follows:
(a) Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorisations required for the entering into of this Agreement have been or will be made, including any required authorisations by its Board of Directors, or otherwise.
(b) The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this agreement or otherwise.
(c) Save and except as expressly set forth in this Article 10 of the Agreement, SEO expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise.
10.2 SEO and CLIENT are and shall be independent contractors and SEO is not and shall not be the agent or legal representative of CLIENT for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever.
10.3 The Parties hereby agree that they not to hold themselves out as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided in this Agreement.
10.4 Subject to Article 10.5, no Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempt to assign this Agreement without such written consent shall be void.
10.5 Notwithstanding Article 10.4, SEO shall be entitled to assign this Agreement to a company related to or affiliated with SEO without the prior written consent of CLIENT.
10.6 It is agreed between the Parties that neither of the Parties shall be held responsible for damages caused by delay or failure to perform their respective undertakings under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against, including the actions of search engines, directories and related parties not under the direction or control of the SEO.
10.7 The delay or failure in performance excused by Article 10.6 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist. The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
10.8 No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other Party and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or at law, despite the forbearance or indulgence.
10.9 If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force. Such severance shall have effect only in the geographic area within which such court has jurisdiction.
10.10 All notices required to be forwarded pursuant to this Agreement shall be sent by email, registered mail, personal delivery or facsimile to the addresses or facsimile numbers set out below or such other address or facsimile number as either Party may advise:
In the case of SEO:
E-mail: SEO Email
In the case of CLIENT:
Any notice delivered by mail shall be deemed given when received. The date of receipt of any notice by facsimile shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission.
10.11 The laws of the <State/Province> of________ in the <United States of America> shall govern this Agreement.
10.12 In the event of arbitration and / or disputes,
(a) All disputes arising from the execution of/or in connection with the Agreement shall be settled through friendly consultation between both parties. In case no settlement can be reached, the disputes shall be submitted for arbitration.
(b) All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
(c) The arbitration authority shall be a court of competent jurisdiction in the State of ________ in the <United States of America>
(d) The arbitration award shall be final and binding on both parties.
10.13 This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties. There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement.
10.14 No change or modification of this Agreement shall be valid unless it is in writing and signed by each Party hereto.
10.15 This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto.
10.16 This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one agreement binding on the Parties and be deemed originals for all purposes notwithstanding that all Parties are not signatories to the same counterpart.
Article 11 Signatory Information
IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the day and year first written above.
SIGNED, SEALED AND DELIVERED this _____, day of ______________________, 200_
SIGNED, SEALED AND DELIVERED this _______, day of ____________________, 200_
By: _________________________ Title: __________________________
Printed Name: _____________________________
Date: this _______ , day of ____________________, _______.
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