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Search Engine Optimization Consultant Agreement

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Search Engine Optimization Consultant Agreement Powered By Docstoc
					This document sets forth a template contract that can be entered into between a
consultant and a company for search engine optimization consultation services. The
consultant is hired to research proper keywords and phrases that will maximize the
company’s search engine exposure. In addition, this agreement can be customized to
specify further services the consultant will provide, such as developing an online
marketing strategy. This document can be used by small businesses that want to
maximize search engine exposure, or by consultants that want to offer their services to
a company for search engine optimization.
                         CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert company name.], a _____ [Instruction: Insert company
formation information.] ("Company"), and _____ [Instruction: Insert consultant’s
name. If Consultant is also a corporate entity, insert applicable corporate formation
information.] ("Consultant").
                                    WITNESSETH:
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
and
WHEREAS, the Company desires to retain Consultant to provide services related to and
in support of efforts in which Consultant has expertise; and
WHEREAS, Consultant is in the business of providing such consulting services and
has agreed to provide the services in accordance with the terms and conditions set forth in
this agreement.
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
   1. Consultant shall furnish the Company with his best advice, information, judgment
      and knowledge with respect to the services related to and in support of efforts in
      which Consultant has expertise which is to be provided in accordance with this
      Agreement. Specifically, Consultant shall research the following keywords and
      phrases to select appropriate, relevant search terms: _____ [Instruction: Insert
      applicable.]. Additional keyword purchases will require a modification to this
      Agreement. Consultant shall also submit Company’s pages to search engines and
      directories as set forth herein and create a report by keyword showing rankings in
      search engines set forth in this Agreement.
   2. Company shall retain Consultant as set forth in this Agreement with respect to
      _____ [Instruction: Insert what Consultant will do for Company.] of
      Company’s _____ [Instruction: Insert Company’s products and services to be
      advertised.] (“Products and Services”).
   3. The Consultant will _____ [Instruction: Insert broad details of what
      consultant will do, e.g., develop marketing strategy.]
   4. For purposes of this Agreement, the Company’s URL(s) shall be defined as the
      following: _____ [Instruction: Insert applicable.]
   5. The term of this Agreement shall begin on _____ [Instruction: Insert
      commencement date.] and shall, subject to the provisions for termination set
      forth herein, continue until and terminate on _____ [Instruction: Insert
      termination date.].
   6. For all services that Consultant renders to the Company the Company will pay
      Consultant $_____. [Instruction: Insert applicable payment agreement.] Such



© Copyright 2012 Docstoc Inc.                                                             2
      fee shall be payable prior to Consultant providing any of the services set forth
      herein.
   7. THE COMPANY FURTHER AGREES THAT, IN THE EVENT OF ANY
      TERMINATION OF THIS AGREEMENT ANY REFUNDS SHALL BE
      REDUCED BY AN AMOUNT BASED ON A PERCENTAGE OF WORK
      COMPLETED AS AND TO THE EXTENT PROVIDED HEREIN. THE
      CONSULTANT IS HEREBY AUTHORIZED TO DEDUCT ANY AMOUNTS
      REMAINING DUE FROM COMPANY FROM ANY REFUNDS AND TO
      INVOICE COMPANY FROM TIME TO TIME. ANY SUCH INVOICE
      SHALL BE PAID WITHIN THIRTY (30) CALENDAR DAYS OF THE
      INVOICE DATE. LATE PAYMENTS SHALL BE CHARGED AN
      ADDITIONAL ___ [Instruction: Insert amount.] PERCENT UNTIL SUCH
      PAYMENT IS ACTUALLY RECEIVED BY CONSULTANT.
   8. The parties hereto agree this Agreement is for consulting services within _____.
      [Instruction: Insert geographical region, for example, the United States.] Any
      material to be created by Consultant or services to be performed by Consultant on
      Company’s behalf for any area outside the foregoing shall be pursuant to a
      separate agreement, or a modification or amendment of this Agreement.
   9. For the purposes of providing these services, Company agrees to provide
      Consultant with FTP access to its web sites for uploading new pages, and making
      changes for the purpose of providing the services hereunder or in the alternative,
      approval to go through a third party. Company further authorizes Consultant to
      use of all Company’s logos, trademarks, Web site images, etc., for use in creating
      informational pages and any other uses as deemed necessary by Consultant for
      search engine positioning and optimization. That if Company’s web site(s) lacks
      textual content in Consultant’s opinion, Company will provide additional relevant
      text content in electronic format for the purpose of creating additional web pages.
      Company agrees to provide content, for example 200 to 500 word "articles" about
      each of their keyword phrases.
   10. Selected search engine submissions include: [Instructions: List applicable
       information.]
   11. Confidential Information and Intellectual Property.
          A. Consultant shall maintain in strict confidence, and not use or disclose
             except pursuant to written instructions from the Company, any Company
             Trade Secret (as defined below), for so long as the pertinent data or
             information remains a Trade Secret, provided that the obligation to protect
             the confidentiality of any such information or data shall not be excused if
             such information or data ceases to qualify as such as a result of the acts or
             omissions of Consultant. For purposes regarding Company’s
             Confidential Business Information and Intellectual Property rights,
             "Company" shall include the Company and all of its direct and indirect
             subsidiaries and any predecessors of the Company. [Comment: Parties
             may wish to consider include predecessors of Company’s direct and
             indirect subsidiaries for fuller protection. Consideration should also


© Copyright 2012 Docstoc Inc.                                                            3
              be taken with respect to inclusion of any assigns of any of the above.]

          B. Consultant shall maintain in strict confidence and, except as necessary to
             perform his duties hereunder, not to use or disclose any Company
             Confidential Business Information (as hereinafter defined) during the term
             of this Agreement and for a period of one (1) year thereafter, so long as
             such Confidential Business Information remains Confidential Business
             Information during such term. The obligation to protect the
             confidentiality of such Confidential Business Information shall not be
             excused if such Confidential Business Information ceases to qualify as
             such as a result of the acts or omissions of Consultant.

          C. Consultant may disclose Trade Secrets or Confidential Business
             Information pursuant to any order or legal process requiring the disclosing
             party (in its legal counsel's reasonable opinion) to do so, provided that the
             request or order to so disclose the Trade Secrets or Confidential Business
             Information is provided to Company pursuant to the notice provisions of
             this Agreement in sufficient time to allow the Company to seek an
             appropriate protective order.
   12. "Trade Secret" shall mean any information, including, but not limited to, technical
       or non-technical data, a formula, a pattern, a compilation, a program, a plan, a
       device, a method, a technique, a drawing, a process, financial data, financial
       plans, product plans, or a list of actual or potential customers or suppliers which
       (i) derives economic value, actual or potential, from not being generally known
       to, and not being readily ascertainable by proper means by, other persons who can
       obtain economic value from its disclosure or use, and (ii) is the subject of efforts
       that are reasonable under the circumstances to maintain its secrecy. "Confidential
       Business Information" shall mean any nonpublic information of a competitively
       sensitive or personal nature, other than Trade Secrets, acquired by Consultant in
       connection with performing services for the Company, including (without
       limitation) oral and written information concerning the Company's financial
       positions and results of operations (revenues, margins, assets, net income, etc.)),
       annual and long-range business plans, marketing plans and methods, account
       invoices, oral or written customer information, and personnel information. (b) All
       original works of authorship resulting from Consultant’s performance of his
       duties hereunder, are deemed to be "works made for hire" under the copyright
       laws of the United States, and will be and will remain the sole and exclusive
       property of the Company. Consultant, at the Company's request and sole expense,
       will assign to the Company in perpetuity all proprietary rights that he may have in
       such works of au
				
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Description: This document sets forth a template contract that can be entered into between a consultant and a company for search engine optimization consultation services. The consultant is hired to research proper keywords and phrases that will maximize the company’s search engine exposure. In addition, this agreement can be customized to specify further services the consultant will provide, such as developing an online marketing strategy. This document can be used by small businesses that want to maximize search engine exposure, or by consultants that want to offer their services to a company for search engine optimization.