Jill Whalen

Jill Whalen


The other day someone asked me what sort of information should be in an SEO contract. As I was writing my response, it occurred to me that there were probably a lot of small businesses and consultants who were wondering the same thing. Unfortunately, many people don't even use a contract, or worse, they may end up blindly signing a contract provided by the client.

Ten years ago when I was just starting my own business, I didn't have a contract. Being married to an attorney, that didn't last long once he found out! Sometimes I would allow the client to provide me with their standard contract, but that wasn't very smart because then I (or my husband) had to carefully read each one to make sure it was fair and accurate. If you're in a position where you must sign a client's contract rather than your own, it's probably worth a trip to your attorney's office to make sure you're not indemnifying your life away.

Even if money is tight, sometimes you just really need an attorney because many corporate contracts are extremely one-sided. If anything goes wrong later, you could be up the contract creek without a paddle.

I've even turned down clients who wanted me to sign their contract when they were obviously one-sided or too complicated for me to understand. It's often just not worth the time and expense of having an attorney read and edit them for very small jobs. You'll want to determine your own potential return on investment if you're faced with this situation. If the contract sounds really scary or you're just not sure, do NOT sign it. Also, don't be afraid to cross out stuff in the contract that you know is unfair. Attorneys do this all the time and it is usually not a problem if you have a good reason for making the changes. One thing I've learned to look for and cross out is any wording that has me indemnifying the client in any way, shape, or form. For me, that's generally a deal-breaker.

These days I have a fairly standard contract that I've been using for years, which I adjust for each client. If something goes wrong with a job and the contract comes back to haunt me, I make changes to future contracts. (Ever notice how we learn much more from our mistakes than our successes?)

I'm not an attorney, and am only going by my own experiences here, so be sure to have a lawyer check your contract before you start using it for any clients. That said, here are some things I am using in my SEO contracts:

1. Names, addresses and phone numbers of all parties in the contract, i.e., your company and the company you'll be doing work for.

2. A statement of the work you are agreeing to do for the client. For example something like this would be a good start:

"Consultant agrees to provide search engine optimization services for Client's website."

You'll want to expand that out to be more specific by adding things like the number of pages you have agreed to optimize, or which sections of the site, or whatever else makes sense for the way you work. Look through your previous emails and your proposal and think back to your verbal agreements with the client. The clearer you are in this section, the less chance for misunderstandings somewhere down the line. If you agreed to work a certain number of hours a month as per your proposal, be sure to put it in the contract. You don't want to be thinking 30 hours a month in your head, and have them be thinking 500 hours a month.

Sometimes instead of detailing all that we promise to do, I'll simply say that the work is to be completed as "outlined in the work section of the proposal dated ___." I don't know if that's a legal way of doing it, but it does save me time and most clients don't mind.

3. The terms of the agreement. This would consist of the amount of money that the client agrees to pay you as well as when payments are due and how they will be invoiced and collected. If there is a specified time period for the work, this should also be stated.

4. Responsibilities of the parties. In this section, I put in a pledge about not doing anything that the search engines would consider to be deceptive, and also mention that I will do the best that I can with the knowledge I have, to provide them with increased search engine traffic. I qualify that by stating that the client understands that the search engines are not under my control, but that they can generally start seeing some results within a certain timeframe.

It's also important to put the responsibilities of the client in here.

Stuff about how they will need to respond to requests and provide the information that is necessary in a timely manner. I also include some language that states that my responsibilities are basically null and void if they later take down or change the optimized work that they previously signed off on.

5. Non-disclosure and confidentiality statement. I have a mutual non-disclosure agreement that I stick into all my contracts. It is fairly wordy, but it basically states that I won't tell any of my client's proprietary secrets and they won't tell any of mine.

6. A bunch of other legalese. There's a lot of standard contract stuff that I also include, such as "severability" and "limitations of liability" and that sort of thing. You can probably find some standard contracts online that have all the legal mumbo jumbo you need. But again, be sure to run your final version by your attorney before using it for any clients.

Most of the time you won't have any problems and won't need to point to your contract with your clients (or vice-versa), but there certainly may be times when it's necessary. At these times you'll be glad that you spent the time to do it right, even if it costs you a bit up front to hire an attorney.

Discuss this article in the Small Business Ideas forum.
November 10, 2005

CEO and founder of High Rankings®, Jill Whalen has been performing search engine optimization since 1995 and is the host of the free High Rankings Advisor search engine marketing newsletter, author of "The Nitty-gritty of Writing for the Search Engines" and founder/administrator of the popular High Rankings Search Engine Optimization Forum. In 2006, Jill co-founded SEMNE, a local search engine marketing networking organization for people and companies in New England.

High Rankings is an internationally recognized search engine optimization firm located in Framingham, MA specializing in search engine optimization, SEO consultations, in-house training, site audit reports, search marketing seminars and workshops. High Rankings has a 100% success rate for substantially improving client rankings and targeted traffic.

Jill speaks at national and international conferences and has been writing about SEO and search marketing since 2000. She's been quoted in such publications as The Wall Street Journal, U.S. News & World Report and The Washington Post. Her articles have appeared in numerous print magazines and online websites including CIO Magazine, CMS Focus, The Internet Marketing Report, ClickZ, WorkZ, Inc.com, Entrepreneur, Lycos Small Business, WebProNews, SiteProNews and others. Jill has also appeared on many online and offline radio programs such as Entrepreneur Magazine's E-Biz Radio Show, SearchEngineRadio and the eMarketing Talkshow.

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