SEARCH ENGINE OPTIMIZATION AGREEMENT

This Search Engine Optimization Agreement (hereinafter referred to as the “Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE SEO CONSULTANT], having registered office at [INSERT ADDRESS OF THE SEO CONSULTANT] (hereinafter referred to as the “SEO Consultant” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE CLIENT],  having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “SEO Consultant” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The SEO Consultant is engaged in specializing Search Engine Optimization (SEO) services, with expertise in improving online visibility and driving organic traffic to websites.
2. Client is seeking to enhance its online presence, increase website traffic, and improve search engine rankings.
3. The SEO Consultant and Client mutually agree to the terms and conditions outlined in the SEO Agreement, which governs the scope of services and the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “SEO Consultant” shall mean an individual or an entity who is engaged in providing SEO services to its client or as per the terms of this agreement.
   2. “Client” shall mean an individual who is availing the SEO services as per the terms of this agreement.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (SEO Consultant) to the other party (Client) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term of this Agreement shall commence on the effective date hereof and continue until the completion of services or terminated earlier as per the provisions of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights such party serving notice may have, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days.
3. SCOPE OF SERVICES
   1. The SEO Consultant agrees to provide the SEO services to the Client in accordance with the specification and requirements mentioned in Exhibit A, attached and form an integral part of the agreement.
   2. The Parties may from time to time revise and modify the Scope of Services, subject to mutual agreement in writing.
   3. In the event that any delays or changes in the project timeline occur, the SEO Consultant shall promptly inform the Client and propose a revised timeline for approval.
4. PAYMENT
   1. In consideration for the Service, the Client shall pay the SEO Consultant a maximum total fee for all work under this Agreement of [INSERT THE FEES]. Fees billed shall be due and payable upon the SEO Consultant providing the Client with an invoice.  Invoices will be provided by the SEO Consultant soon after each Service is completed and signed off. The Services are mentioned in Exhibit A which is attached to this Agreement.
   2.  A deposit of [INSERT PERCENTAGE] of the total amount is required to commence the Work. All payments made to the Company under this Agreement must be in [INSERT CURRENCY].
   3. The client agrees to pay the amount mentioned in the invoice within [INSERT TIME PERIOD IN WHICH THE CLIENT WILL PAY THE FEES]. The payment shall be made via [INSERT MODE OF PAYMENT].
5. REPORTS
   1. The SEO Consultant shall provide the client with comprehensive reports on a [TIME PERIOD IN WHICH THE COMPREHENSIVE REPORT SHALL BE PROVIDED] basis, or as otherwise agreed upon, detailing the progress, results and key performance indicators achieved during the reporting period.
   2. The Reports shall be delivered to the Client in a mutually agreed format, the Client agrees to promptly review the report and give feedback or clarifications as and when required, within a reasonable period.
   3. Any data or information shared in the reports shall be treated as Confidential Information and should not be disclosed to any third-party without prior permission from the Parties.
6. SEO CONSULTANT’S OBLIGATION
   1. The SEO Consultant shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The SEO Consultant shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The SEO Consultant shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement and for a period of [TIME PERIOD FOR WHICH SEO WILL OFFER CONSULTATION AFTER COMPLETION OF AGREEMENT] after the completion of such services.
   4. The SEO Consultant shall not disclose any confidential information of the client to any third-party without the prior permission of the Client.
7. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, and data to the SEO Consultant in order to render the Services as per the terms and conditions of this Agreement.
   2. The Client shall not engage in any activity that may violate the search engine guidelines or compromise the integrity of the SEO services.
   3. The Client shall provide timely payments to the SEO Consultant for the services as per the agreed terms and conditions.
   4. The Client shall not disclose any confidential information of the SEO Consultant to any third-party without the prior permission from the Client.
8. REPRESENTATION AND WARRANTY
   1. The client represents and warrants that all the information provided to the SEO Consultant, including business information and contact details is accurate, complete and up-to-date.
   2. The Client warrants that it will comply with all the reasonable recommendations provided by the SEO Consultant to enhance the performance and gain desired results.
   3. The Client acknowledges that SEO Consultant, in the rendition of the Services hereunder, may engage subcontractors from time to time to provide certain SEO services. The SEO Consultant accepts that it shall hire the Subcontractors only after the written consent of the Client.
   4. The SEO Consultant represents and warrants to have necessary skills, expertise, knowledge and resources to perform the Services in a professional and competent manner.
   5. The SEO Consultant warrants that all the techniques and strategies used during the project shall be in compliance with applicable law, regulations, and industry best practices.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The SEO Consultant covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property of the Client’ business and that the Client shall be the sole, exclusive and absolute owner of all.
   2. All the intellectual property rights related to the SEO work shall remain the property of the SEO Consultant. Client is granted a non-exclusive, non-transferable license to use the SEO Services for its internal purpose only.
10. LIMITATION OF LIABILITY
    1. The SEO Consultant shall be liable only for the work which is in the Scope of Services which have to be performed by the SEO Consultant. The SEO Consultant shall not be liable for any work which is done by him which is out of the scope of the services provided by him. 
    2. The SEO Consultant assumes no responsibility under this Agreement other than to perform the Services in good faith, and the SEO Consultant will not be responsible for any action of the Client in following or declining to follow any advice or recommendation of the SEO Consultant. 
11. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
12. INDEMNIFICATION
    1. Both the parties agree to indemnify and hold each other harmless against any claims, losses, or damages arising out of the performance of this agreement, except for claims resulting from the other party's negligence or intentional misconduct.
13. MODIFICATIONS
    1. Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] irrespective of where the Work is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the SEO Consultant and Client. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT NUMBER OF DAYS FOR NOTICE] after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT DAYS FOR NOTICE IN EVENT OF POSTAL DISRUPTION] following resumption of regular postal service:
       1. If to the Client : [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
       2. If to the SEO Consultant: [INSERT THE EMAIL ID OR/AND ADDRESS OF SEO CONSULTANT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [APPLICABLE COUNTRY] then in force.
17. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds (NO OF DAYS) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
18. SEVERABILITY
    1. If any clause or section of the present agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise.
19. ENTIRE AGREEMENT
    1. This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
20. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of SEO Consultant

Name: [NAME OF SEO CONSULTANT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF SEO CONSULTANT]

Signed, sealed and delivered on behalf of Client

Name: [NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [SIGNING DATE OF CLIENT]

EXHIBIT-A

SERVICE SPECIFICATION

[MENTION SERVICE SPECIFICATION]