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 ...
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