This is a SAMPLE design contract. It is meant as a guide only and is NOT legal advice.

This agreement may not

SEARCH ENGINE OPTIMIZATION AGREEMENT

THIS SEARCH ENGINE OPTIMIZATION AGREEMENT (the “Agreement”) is effective as of ____________________ , 2011, (“Effective
Date”) and is made and entered into by and between________________________, having its principal place of business at
____________________________, (hereinafter called “Company”), and ______________________, having its principal place of
business at _____________________, (hereinafter called “Client”). Company and Client are sometimes referred to individually as a
“Party” or collectively as the “Parties.” {“principal place of business” doesn’t have to appear. If you are an individual and/or your client is
an individual (as opposed to a company) simply put your full names here}

Recitals

WHEREAS Company offers website optimization services designed for web site owners desiring to establish a presence on the world
wide web for new web sites or, for existing sites, improve their presence on the world wide web. Company may perform such work
through search engine optimization, search engine and local directory placement, paid search and ad network management, analytics
and other methods (hereinafter collectively referred to as “Services” as more specifically set forth in Appendix A); and

WHEREAS Client owns, or otherwise has the rights to, the internet web site located at www. ____.com (the “Site”) and is interested in
utilizing the Services of Company;

NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Company agrees to provide the Services set forth in this Agreement, and Client
agrees to pay for such Services, all in accordance with the following terms and conditions:

Terms and Conditions

Article 1 TERM

This Agreement is effective upon the Effective Date and shall terminate upon the completion of the Services. Company estimates that the
Services will take approximately XXX months/weeks to complete. However, such date is an estimate only and the actual completion of
the Services may be sooner or later than the estimated date.

Article 2 SCOPE OF WORK

2.1 Company will perform the Services set forth in Appendix A. Company is and will perform the Services as an independent contractor
for Client. Nothing in this Agreement shall be construed so as to render Company an employee, agent, representative, joint venturer
or partner of Client. Neither Party shall enter into any contracts, agreements or other obligations with any other parties which bind, or
are intended to bind, the other Party. Company and Client shall each maintain sole and exclusive control over its respective
personnel and operation

2.2 All Services provided under this Agreement shall be performed in a professional manner consistent with industry standards.
Company will use its search engine optimization knowledge with the goal of increasing Client’s Site exposure to potential
customers on the world wide web. However, Company does not make any guarantee as to the results of Company’s Services.
Company does not guarantee that any particular listing on any particular search engine will occur or that an increase in Client’s
customers and/or business will occur. Company does not guarantee that Client’s exposure on the world wide web will be
increased.

2.3 OTHER THAN EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO OTHER WARRANTY WITH RESPECT TO THE
SERVICES TO BE PERFORMED UNDER THIS AGREEMENT WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ALL SUCH WARRANTIES ARE HEREBY
EXPRESSLY DISCLAIMED.

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 SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE
LIMITATION MAY NOT APPLY TO CLIENT. THE FOREGOING PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.

Article 3 PAYMENT

3.1 Payment for Services: For the Services set forth in Appendix A, Client shall pay the following fees:

{For a one time service use the following paragraph. It can be modified to make it into one paymnent due at any time. You can also
change the due dates/amounts to whatever fits your agreement with your client.}

Client shall pay to Company the total amount of $_____ in two equal installments of $____ . The first installment is due within 5 days
of the Effective Date. The second installment is due within 5 days of completion of the Services.

{For on-goinbg services, use the following:}

Client shall pay Company the fixed rate of $_____ per month. Such rate shall include Services for up to ____ hours per month. For
Services performed in excess of ___ hours per month, Client shall pay the hourly rate of $ ____. Company shall submit monthly
invoices for all Services performed in the prior month. Payment from Client shall be due within fourteen (14) days of Client’s receipt
of the invoice.

3.2 Travel and Related Expenses: If any Services are to be provided at Client’s facilities, then Client shall, in advance of the Services
being performed, pay reasonable expenses for accommodations, travel, and such other costs as are incurred by Company in
connection with the provision of such Services. Company shall estimate the amount of reasonable expenses in advance of providing
such Services and Client shall pay to Company, within thirty (30) days of receipt thereof, the amount of such estimate. Within thirty
(30) days after the Services have been provided, the actual expenses shall be calculated and Client shall pay to Company any
additional amount of actual expenses above the previously paid estimated amount, or Company shall reimburse Client for any
overpayment.

3.3 Unless otherwise provided in this Agreement, all payments under this Agreement shall be non-cancelable and nonrefundable
obligations. Payment not received on the terms set forth above in Articles 3.1 and 3.2 shall immediately be considered past due and
accrue interest at the greater of 1 ½% per month or the highest interest rate allowed by law. All payments made to Company under
this Agreement are exclusive of, and Client shall pay and hold Company harmless from, any local, state, federal or foreign sales,
use, value-added, excise, customs, export, import or similar taxes or duties that may be imposed by any jurisdiction (other than taxes
on the net income of Company).

3.4 Client shall pay and satisfy the fees set out in this Article 3 by payment to, or to the order of, Company, by wire transfer, check
or bank draft in U.S. dollars. {You may want to modify this to have them pay you through paypal or by other means}

Article 4 CLIENT OBLIGATIONS

4.1 Client agrees that, in order for Company to fully perform the Services, Client must cooperate with Company and provide access and
information as deemed necessary by Company. The failure of Client to cooperate and provide access and information could have a
direct result in the success of Company’s efforts to increase Site exposure on the internet and increase Client’s customer base.
Client must provide access and information including, but not limited to, the following:

(a) Client shall provide Company access to the Site including current passwords and user IDs needed to gain remote
access to the Site files as deemed necessary by Company. Company shall keep the passwords and user IDs in
confidence and use them solely for the purpose of performing Services.

(b) Client shall provide an email address of a technician who, when needed, can upload requested changes on a timely
basis. Company cannot be held responsible for delays once the technician has been notified of an upload request.
A copy of the request will be sent to Client.

(c) Client shall provide access to raw log files or existing statistical reporting to facilitate web site traffic reporting.

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 (d) If Company, in its sole discretion, determines that the Site is sparse in textual content, Client will provide additional
relevant text content in electronic format acceptable to Company the purpose of creating additional web pages or
increasing the content of existing ones as directed by Company in its sole discretion. If this content is not or cannot
be provided, the ability of Company to produce an increase in web site traffic will be severely compromised. Client
further agrees to allow Company to modify keyword density, positioning and other Company related aspects of the
content without restriction.

4.2 Client acknowledges that Company does not profess expertise in Client’s area of business. Client is responsible for, and holds
Company blameless for, the content, trademarks and all other aspects of the Site.
4.3 Client authorizes Company’s use of all Client logos, trademarks, web site images, and all other property of Client (tangible or
intangible) for use in creating and using web resources including, but not limited to, web pages, and any other uses deemed
necessary by Company.
4.4 Client agrees that no work shall be done on the Site while Company is performing the Services without Company’s knowledge
and previous written consent. Company shall not be responsible for delays, costs, or errors that Company determines are
attributable to unauthorized changes to the Site.
{Be sure to list anything else you may need from the client or for the client to do in order for you to perform the work}
Article 5 INDEMNIFICATION

5.1 Client represents and warrants to Company that Client is the legal owner of the Site or has all rights necessary to allow
Company to perform the Services. Client acknowledges that Client is solely responsible for the content of the Site and Client
represents and warrants that they own all materials of any kind provided to Company for use under this Agreement or otherwise
posted on the Site and that Client has full right, title and interest to access and modify (and allow Company to access and
modify) the Site and materials. Client represents and warrants that the Site and any materials provided to Company shall be
free of any claim of trade secret, trademark, trade name, copyright, or patent infringement or other violations of any intellectual
property rights of any person.

5.2 Client shall defend, indemnify and hold harmless, Company, its officers, agents, employees, successors and assigns from and
against any and all liability, damages, losses, claims, demands, actions, causes of action, and costs, including but not limited to
reasonable attorney’s fees and expenses, arising out of any and all claims arising out of or related to the Services performed or
to be performed under this Agreement including, but not limited to, claims that Company’s use of the Site or materials provided
by Client infringes upon any trade secret, trademark, trade name, copyright, patent, or other intellectual property right.

Article 6 LIMITATION OF LIABILITY

COMPANY WILL NOT BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY
INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF
REVENUE OR ANTICIPATED PROFITS, OR CLAIMS FROM CUSTOMERS, RESULTING FROM COMPANY’S
PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR IN THE EVENT OF
SUSPENSION OF THE SERVICES OR TERMINATION OF THIS AGREEMENT. COMPANY’S AGGREGATE LIABILITY TO
CLIENT UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE TOTAL OF THE FEES
ACTUALLY RECEIVED BY COMPANY FROM CLIENT UNDER THIS AGREEMENT.

SOME STATES AND JURISDICITONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CLIENT. THE FOREGOING
PROVISION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Article 7 INTELLECTUAL PROPERTY

Right and title to all ideas, trade secrets, business processes, inventions, discoveries, and other intellectual property used or developed by
Company in the performance of the Services shall remain with Company. Client agrees to keep confidential any ideas, trade secrets,
business processes and other intellectual property utilized by Company under this Agreement.

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Article 8 GENERAL

8.1 Severability: If any section, provision or portion of this Agreement is held to be invalid, illegal or void by a court of proper
jurisdiction, the remainder of this Agreement shall subsist and continue in full force and effect.

8.2 Assignment: Neither this Agreement nor any interest under it shall be assigned without the prior written consent of Company.

8.3 Governing Law: This Agreement shall be interpreted, governed and construed under the laws of the State of California, United
States of America, as if executed and to be performed wholly within the State of California, United States of America.

{Make this (and below) your local jurisdiction or one that is convenient for you}

8.4 Disputes, Arbitration and Jurisdiction: Any unresolved disputes shall be referred to Company’s President, or a designee, and the
owner or an officer of Client for resolution. Pending resolution, Company shall continue to perform the Services, and Client shall
continue to make payment for the undisputed items. If no resolution can be reached, the dispute shall be submitted, at Company’s
sole discretion, to either 1) small claims court or 2) arbitration. Should Company choose to settle a dispute arising out of or in
connection with this Agreement to arbitration, then the dispute shall be finally settled under the applicable rules of arbitration by one
or more arbitrators appointed in accordance with said rules. The arbitration authority shall be selected by Company with the
arbitration to be held in the County of Orange, State of California in the United States of America as chosen by Company. Client
hereby unconditionally submits to such jurisdiction and waives any rights Client may have to dispute such jurisdiction. The arbitration
award shall be final and binding on both Parties. {Change the above as needed}

8.5 Waivers: Any waiver by either Party of any violation of, breach of or default under any provision of the Agreement by the other
Party shall not be effective unless stated specifically in writing and shall not be construed as, or constitute, a continuing waiver
of such provisions, or waiver of any other violation of, breach of or default under any other provision of the Agreement.

8.6 Section Headings: Section headings appearing in this Agreement are for convenience only and shall not be construed as
interpretations of text.

8.7 Notices: Any legal notice pertaining to this Agreement shall be in writing and sent by email, personal delivery, facsimile, or
registered or certified mail, postage prepaid, to Company or to Client, as appropriate, at their respective addresses appearing
below:
In the case of COMPANY:

E-mail:
Attention:
Address:
Phone:
Fax:

In the case of CLIENT:

E-mail: _______________________
Attention: _______________________
Address: _______________________
Phone: _______________________
Fax: _______________________

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.

8.8 Survival: Notwithstanding completion or termination of the Services, the Agreement or any portion thereof, the Parties shall continue
to be bound by those provisions of the Agreement which by their nature survive such completion or termination including, but not
limited to, Articles 3, 5, 6 and 7.

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8.9 Uncontrollable Forces: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to any
cause beyond its reasonable control, such as strike, flood, fire, lightning, epidemic, quarantine restriction, war, sabotage, act of a
public enemy, or earthquake. Uncontrollable forces also shall include the actions of search engines, directories and related parties.
The delay or failure in performance excused by this Article 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 obligations upon cessation of the cause of such
excusable delay or failure.

8.10 Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument.

8.11 Successors: This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties
hereto.

8.12 Entire Agreement: This Agreement contains the entire agreement and understanding between the parties and merges and
supersedes all prior representations and discussions pertaining to this Agreement. Any changes, exceptions, or different terms
and conditions proposed by either Party are hereby rejected unless expressly incorporated in this Agreement in writing and
signed by both parties.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the day and year first written below.

SIGNED this _____, day of ______________________, 2011

COMPANY

Company Signatory

By: _______________________ Title: ________________________

CLIENT

Client Signatory

By: _______________________ Title: ________________________

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 Appendix A
Services

{This is an important part of the contract. You should list what you know you CAN do here. Don’t list things that you only
THINK you MAY be able to do unless you qualify it by saying “Company will perform XXXX if Client does or provides
XXXX.” Be careful with how you word things. Don’t say that you will do XXX and that will result in YYY. If doing XXX
doesn’t result in YYY then you haven’t performed up to the agreement and the client may not owe you anything. Below is
an example of the types of things you may want to include:

Company’s Services will include (but are not limited to):

 Research keywords and phrases to select up to XX additional appropriate search terms or phrases.

 Find related sites and endeavor to obtain “links” from those related websites in order to generate popularity and
traffic.

 Edit and/or optimize text for various html tags, meta data, page titles, and page text as necessary

 Analyze and recommend changes to website structure, navigation, code, etc.

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

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