SEARCH ENGINE OPTIMIZATION AGREEMENT

This Search Engine Optimization Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT 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. SCOPE OF SERVICES
   1. The SEO Consultant agrees to provide the SEO services to the Client in accordance with the specification and requirements.
   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. [INSERT ANY ADDITIONAL SERVICES AS REQUIRED.]
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. 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 [INSERT 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.
5. 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.
6. 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].
7. REPORTS
   1. The SEO Consultant shall provide the client with comprehensive reports on a [INSERT 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.
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. DISCLAIMER OF WARRANTY
   1. The SEO Consultant does not promise specific website traffic numbers or first-page search engine rankings for specific keywords due to the dynamic nature of SEO.
   2. The SEO Consultant has no claim or control over the policies of search engines. If at any time, the Client's website is excluded from any directory or search engine, the SEO Consultant shall not be held liable for the exclusion of the Client's website. Sometimes, search engines drop listings for no apparent reason. The SEO Consultant shall not be held responsible for such dropped listings of the Client's website. [INSERT ANY OTHER DISCLAIMERS]
10. RELATIONSHIP OF PARTIES
    1. The Client is hiring the SEO Professional as an Independent Contractor under this Contract. The Client and the SEO Professional shall not establish any partnership, joint venture, or employer-employee relationship.
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. 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.
13. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
14. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. Any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
15. 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. 
16. DISPUTE RESOLUTION
    1. The Parties shall endeavour 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. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
17. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    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 PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
18. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labor strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
19. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
20. 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.
21. MISCELLANEOUS
    1. Modifications: 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.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: 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. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

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

Signature:

Date: [INSERT SIGNING DATE OF SEO CONSULTANT]

Signed, sealed and delivered on behalf of Client

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

Signature: 

Date: [INSERT SIGNING DATE OF CLIENT]

EXHIBIT-A

SERVICE SPECIFICATION

[INSERT SERVICE SPECIFICATION]