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Virginia Search Engine Optimization Agreement

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                             This Search Engine Optimization (SEO) Agreement is used by a search engine
                             optimization company and a client to set forth the terms and conditions under which such
                             services will be provided. A search engine optimization company provides services to
                             improve a website's visibility on search engine result pages. This document sets forth the
                             terms and conditions of the agreement including the fee schedule, the services to be
                             provided by the SEO and authority to use the client's trademarks. It contains many of the
                             standard clauses commonly included in these types of agreements, and may be
                             customized to address the specific needs of the parties. This document should be used by
                             an SEO company and a client located in Virginia when entering into a business
                             relationship.
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                        SEARCH ENGINE OPTIMIZATION AGREEMENT

This Search Engine Optimization Agreement (hereinafter “Agreement”) is hereby entered into
between ______________________________ [Instruction: Insert the name of company
offering      SEO      services]    (hereinafter   referred   to  as “Company”)       and
______________________________ [Instruction: Insert the name of Client] (hereinafter
referred to as “Client”) on the ____ [Month] ____ [Date], 20____.

WHEREAS, Company agrees to provide Client with Search Engine Optimization and Reporting
Services hereinafter referred to as “SEO” as described in this Agreement.

WHEREAS, Company is authorized to use the specific keywords and/or phrases set forth below
for development, improving the ranking of, and/or positioning the contents of Client’s URL(s),
http://www.______________________.com [Instruction: Insert the name of the url] in the
search engines and/or directories that are most frequently used by the general public which are
defined below.

TERMS & CONDITIONS:

Client agrees to pay Company a fee as stated in “Proposal” or “Fee Schedule” attached as Exhibit A. Fee
must be received prior to the start of any services provided. SEO Services are intended to provide Client
with preferential positioning in selected search engines and report results on an ongoing and timely
basis. SEO Services include:

1. Research keywords and phrases to select appropriate, relevant search terms. Number of keywords is
   listed in the Proposal. Additional keyword purchases will require Addendum or separate contract.

2. Edit various html tags and page text as necessary prior to submission to selected search engines and
   directories.

3. Create as required, additional web pages for the purpose of “catching” keyword/phrase searches.

4. Hand-submit your pages to the engines and directories stated in this agreement.

5. Create positioning reports for main site and any associated pages showing rankings in the major
   search engines and under which keywords.

For the purposes of providing these services, Client agrees to:

1. Give Company FTP access to the main site for uploading new pages, and making changes for the
   purpose of optimization OR approval to go through third party;

2. Authorize Company use of all Client logos, trademarks, Web site images, etc., for use in creating
   informational pages and any other uses as deemed necessary by Company for search engine
   positioning and optimization.




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3. If Client’s site is light in textual content, Client will provide additional relevant text content in
   electronic format for the purpose of creating additional web pages. Client agrees to provide content,
   for example 200 to 500-word “articles” about each of their keyword phrases.

Selected search engines include:

      AOL

      Alta Vista

      About

      Google

      All The Web

      Excite

      Hot Bot

      Look smart

      MSN

      Bing

      Lycos

      Yahoo [web pages only]

      Netscape

   Please note that Top major SE and SE names may change without notice]

Client acknowledges the following with respect to services:

1. Company has no control over the policies of search engines with respect to the type of sites and/or
   content that they accept now or in the future. Client site may be excluded from any directory at any
   time at the sole discretion of the search engine or directory. Company will resubmit those pages that
   have been dropped from the index.

2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking
   algorithms and other competitive factors, Company does not guarantee number 1 position or
   consistent top 10 positions for any particular keyword, phrase, or search term. However, if Company
   fails to achieve 3 top 30 positions in the major search engines, Company will start over SEO services
   with no cost to Client.




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3. Some search engines and directories may take as long as __________ months [Instruction: Insert
   number of months required, e.g., 2 to 4 months], and in some cases longer, after submission to list
   websites.

4. Occasionally, search engines will stop accepting submissions for an indefinite period of time.

5. Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing
   will “reappear” without any additional submissions. Should the listing not reappear, Company will
   re-submit the site based on the current policies of the search engine in question.

6. Some search directories offer expedited listing services for a fee. Company encourages Client to take
   advantage of these expedited services. Client is responsible for expedited service fees, example
   Yahoo, unless otherwise noted in the package Client purchases.

Company is not responsible for changes made to the website by other parties that adversely affect the
search engine rankings of the Client’s Web site.

Additional Services not listed herein or in Proposal will be provided for ________ ($___) per
hour [Instruction: Insert the amount, e.g., fifty dollars ($50) per hour, e.g., purchasing
keywords beyond the scope provided in the SEO proposal, or creating more doorway pages
than provided in original Proposal.]

Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided
to Company for inclusion on the website above are owned by Client, or that Client has received
permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and
defend Company and its subcontractors from any liability or suit arising from the use of such elements.

Company is not responsible for Client’s overwriting SEO work to Client’s site, i.e. Client’s webmaster
making changes and uploading over work already provided. Client will be charged an additional fee for
re-constructing metatags, etc. based on the hourly rate of ________ ($___) per hour [Instruction: Insert
the amount, e.g., fifty dollars ($50) per hour]

The Company hereby warrants that:

1. The information may only be obtained by using authorized methods;

2. As the information is provided on the understanding that it will be used for research, such as
   the investigation of techniques used to understand how to optimize Client’s website, it will
   not be used to engage in "black hat" SEO, especially spamming of any kind whatsoever;

3. It will not use forbidden techniques by the search engines including, but not limited to,
   invisible text, invisible links, one-pixel links, doorway or gateway pages, background-
   colored keyword stuffing, hidden links, web page re-directs, and cloaking.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the
date first here above written.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not               4
__________________________________                     ____ [Month] ____ [Date], 20____

Client Signature

[Instruction: Insert the Client Signatory]

______________________________________________ ___ [Month] __ [Date], 20__

[Instruction: Insert authorized signatory for Company]

______________________________________________

Name and Designation




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not             5
                                                EXHIBIT A




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   6

				
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Description: This Search Engine Optimization (SEO) Agreement is used by a search engine optimization company and a client to set forth the terms and conditions under which such services will be provided. A search engine optimization company provides services to improve a website's visibility on search engine result pages. This document sets forth the terms and conditions of the agreement including the fee schedule, the services to be provided by the SEO and authority to use the client's trademarks. It contains many of the standard clauses commonly included in these types of agreements, and may be customized to address the specific needs of the parties. This document should be used by an SEO company and a client located in Virginia when entering into a business relationship.
This document is also part of a package Essential Virginia Legal Documents 145 Documents Included