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AGREEMENT No.___ for rendering information services Moscow __________ ___, 2011 Limited Liability Company ___ (Principal State Registration Number _____) hereinafter referred to as “the Customer” represented by General Director __________ acting on the basis of the Charter, on the one part, and Limited Liability Company “SEO Dream” (Principal State Registration Number ___________) hereinafter referred to as “the Contractor” represented by General Director ______________ acting on the basis of the Charter, on the other part, collectively referred to as “the Parties” and individually as “a Party”, have concluded this agreement for rendering information services (hereinafter – the Agreement) as follows. 1. TERMS AND DEFINITIONS 1.1. The Customer’s URL-address shall mean any Internet-address including full domain name of the Customer: ______ (notwithstanding the protocol and other elements of URL-address); 1.2. Search engine shall mean Google (google.ru). Any rights and obligations, terms stipulated herein as related to the Search engine shall be considered as separate rights and obligations, terms as related to each of the specified search engines as if each search engine were supplied with a separate agreement unless otherwise required by the contents or essence hereof; 1.3. Top page shall mean a web-page of the Search engine containing top 10 (ten) search results for the search query of the Web user (with account of local results delivery algorithm – for Moscow region); 1.4. Content shall mean the contents of the website page and/or the whole website including texts, graphic art, other objects as well as program code (html-layout); 1.5. Key words shall mean words and phrases agreed by the Parties in Appendix No. 1 hereto. “Key words” shall hereinafter, unless otherwise agreed, be construed both as each separate key word or phrase approved in Appendix No. 1 and as the same in the aggregate; 1.6. Promotion shall mean any actions (services) of the Contractor which he shall deem appropriate including those stipulated herein aimed at ensuring conditions for first achievement of the goal specified in cl. 2.2 hereof; 1.7. Support shall mean any actions (services) of the Contractor which he shall deem appropriate including those stipulated herein aimed at maintaining conditions for continuous achievement of the goal specified in cl. 2.2 hereof; 1.8. Promotion Start Date shall mean the date of completion of all conditions specified hereinafter as related to all the Key words: the Agreement has been concluded, the Customer has made the security deposit specified in cl. 5.1. hereof, the Customer has granted to the Contractor ftp-access to the website (unless otherwise agreed with the Contractor); 1.9. Security deposit shall mean the cash amount deposited by the Customer, serving as a guarantee for fulfillment by the Customer of his obligations to pay the services for the last month and is to be returned upon the expiry of the term hereof excluding the amount of indebtedness due by the Customer. 2. SUBJECT OF AGREEMENT 2.1. The Contractor shall render the following services: arrangement for promotion and support in the Search engine of the Key words subject to the terms stipulated herein and the Customer shall pay for the services rendered. Services related to promotion and support may include (at the Contractor’s discretion): analytical work, research of search mechanisms and ranking algorithms, monitoring, amendments to the structure, design and content of the Customer’s website, registration of the Customer’s website in the catalogues, link trading etc. 2.2. The goal of the Contractor’s services hereunder shall be inclusion of the Customer’s URL-address in the Top page results as a consequence of processing by the Search engine of search queries including Key words. 2.3. The Customer understands that promotion and support shall be provided for each separate Key word (phrase). Therefore, the Parties have agreed that unless expressly agreed herein, upon submission of reports for the services, payment of services and Agreement termination to determine whether the goal stipulated by cl. 2.2. hereof is achieved, the Parties shall consider the Contractor’s services for each separate Key word (phrase) as independent services, independent agreement in view of the same, in particular, a partial withdrawal from the Agreement (on part of specific Key words) is accepted and a partial achievement or non-achievement of the goal may take place. Discrepancies leading to decrease or increase in the Contractor’s costs shall be effected only based on additional agreements by way of signing of Appendixes hereto being an integral part hereof. 1 3. SERVICES PROCEDURE 3.1. The Customer for and prior to rendering by the Customer of services hereunder shall perform the actions and provide for the conditions as follows: 3.1.1. Within 3 (three) working days following execution, submit to the Contractor data to access: 1) the website via ftp-protocol, 2) MySQL database and address of database management system (phpMyAdmin or similar), if any, 3) the website control board furnished by the hosting provider and the control board being part of the website content management system (control board for website CMS), if any, 4) website statistics (counters and other click stream analysis tools installed on the website). Upon an agreement with the Contractor, the Customer is entitled not to submit the above data for access, in which case the Customer shall on his own accord provide for all the necessary amendments to the website in compliance with the Contractor’s directions within 3 (three) working days. Thereat, the Customer understands that this may result in actual increase in the period for rendering services and slow down the work progress; 3.1.2. Submit to the Contractor all the materials and information publicly available under the Customer’s domain name, unless the Contractor has no access or has a limited access in compliance with cl. 3.1.1 hereof; 3.1.3. Submit a list of domain names anyhow connected to the Customer and/or Customer’s URL-address that: 1) contain the same registration data of the owner of WHOIS domain name as the Customer’s URL-address, OR 2) post a textual content similar to that posted at the Customer’s URL-address, OR 3) contain the website with a similar or confusingly similar design, OR 4) contain the website with the logo or other means for stating Customer identity posted with the consent of the Customer (that is, such website is officially affiliated with the Customer or belongs to the same); 3.1.4. Submit to the Contractor information and materials necessary for duly execution by the Contractor of his obligations hereunder, if such information and materials can be received by the Contractor only from the Customer or is more reasonably to be received from the Customer (for instance, in case when the information is related to the scope of Customer’s activity); 3.1.5. Hosting of Customer’s website shall support php version 4 or later; 3.1.6. If the website of the Customer as of the moment of signing hereof participated in the link trading systems, the Customer shall delete his website from such systems as well as remove any notices of participation in the same; 3.1.7. Submit a full list of mirror sites (different domain names to feature various copies of the same content) and synonymous domains of the website (different domain names to feature the same copy of the same content); 3.1.8. Mirror sites and synonymous domains shall prohibit indexing by search engines; 3.1.9. All website pages shall be supplied with a free counter Google Analytics and liveinternet.ru (at the direction of the Customer and upon availability of relevant access installation of the counter may be vested on the Contractor). 3.2. The Customer shall agree that the website with his domain name (hereinafter – the website) may be modified at the Contractor’s discretion for the achievement of the goal stipulated by cl. 2.2 hereof. Thus, the Contractor may inter alia at his own discretion: 3.2.1. Post textual links on any website pages (including home page) which coincide with the key words; 3.2.2. Change the title tags (titles of website pages); 3.2.3. Install an analytical tool Google Analytics (http://www.google.com/analytics) and/or liveinternet.ru on the website; 3.2.4. Amend the website page content (including text, names of graphic objects – alt img tag, meta-tags etc.) to be referenced by the links containing Key words for the purpose of search engine optimization of the applicable content; 3.2.5. Install programs for link trading on the website and post blocks of inbound links on any website pages (The Contractor shall on his own accord determine the scope, place and procedure for posting links on the website). In case the Customer informs the Contractor of his unwillingness to use link trading programs or blocks of inbound links on the website as well as upon technical incapability to use thereof, the Contractor is entitled to unilaterally amend the cost of services for promotion and support. 3.3. In case of necessity (to be determined by the Contractor) to create new pages and/or to append the existing pages with substantial content (increase in the number of words in textual, notional part of the page), the Contractor 2 shall on his own accord prepare the text for such pages, unless otherwise preliminarily agreed with the Customer. The content of pages prepared by the Contractor shall be submitted to the Contractor in MS word format. 3.4. If the Contractor offers to the Customer the text of new pages prepared by the same or substantial amendments to the text of existing pages, the Consumer shall within two working days following dispatch by the Contractor of the content of such pages: 1) approve the dispatched version or 2) send an amended text version (the Contractor is entitled to amend such text or to send the same to be reworked by the Customer, unless he assumed an obligation to prepare the content of the relevant pages). 3.5. The Customer shall post at the Customer’s URL-address only those information and materials which he is entitled to. The Customer guarantees that he is the sole and rightful owner of his domain name and that materials and information posted on his website comply with the legislation and infringe no third party rights. 3.6. Unless otherwise agreed with the Contractor, the Customer shall resist any actions (as well as entrustment with such actions by third parties) as related to the Customer’s website similar to those performed by the Contractor hereunder and able to influence the results of processing of the search query consisting of one or several Key words by the Search engine. In connection therewith, the Customer shall inter alia guarantee that within the term hereof: 1) the website shall not participate in the link trading systems (apart from those defined by the Contractor), 2) the website shall not be registered in the catalogues with no consent of the Contractor. The Customer shall also resist any amendments to the content, structure, representation (including changes in html-layout), design etc. of any information and materials contained at the Customer’s URL-address without prior consent of the Contractor. 3.7. The Parties are entitled to change Key words and sign the applicable appendixes hereto in the procedure stipulated by cl. 9.6.2 hereof, though they shall within 14 (fourteen) calendar days send to each other signed appendixes in the manner stipulated by cl. 9.6.1 hereof. 3.8. The Customer is advised to back up the website to have an opportunity of immediate restoration of its last release in case of data loss or damage (hosting provider as usual ensures for daily back-up). Such obligation may be imposed on the Contractor with the consent of the same and on condition that the Contractor is given all data for access stipulated by cl. 3.1.1 hereof. 3.9. If the Customer within the promotion period violates any of his obligations stipulated by cl. 3 hereof or any other obligation which may inhibit the Contractor to duly render to the Customer the services hereunder, the term for execution of obligations by the Contractor shall be extended for the relevant delay by the Customer but no more than for one calendar month. If the delay lasts more than one calendar month, the Contractor is entitled to terminate the Agreement in accordance with unilateral procedure deducting a fine in the amount of 20 (twenty) percent from the security deposit. 3.10. The Customer is entitled to supervise the process of rendering services and achievement of the goal specified in cl. 2.2 hereof, though such supervision shall not inhibit the Contractor to render services hereunder and/or require from the Contractor additional time expenditures. 4. SERVICES ACCEPTANCE PROCEDURE 4.1. Promotion shall be considered completed if the Customer’s URL-address is present on the Top page for Key words for no less than one day. If the Contractor registered the appearance of the Customer's URL-address on the Top page, then if such result persists on the following day – the Contractor shall inform the Customer of the transition from promotion to support services for the applicable Key words. 4.2. Monthly, starting from the day following completion of promotion stage the Contractor shall within 5 (five) working days since the end of the fiscal period (one month) send to the Customer two copies of the signed Service Acceptance Certificate (hereinafter – the Certificate) for those Key words to making the Customer’s URL-address appear on the Top page. The Customer shall on his own accord trace the receipt of the certificate if within 14 working days following the end of the fiscal period the certificate is not received to the Customer’s address, he shall forthwith notify the Contractor thereof. If the certificate is not received by the Customer and the Customer doesn’t inform the Contractor thereof, the certificate shall be deemed accepted and shall become valid as signed by the Contractor. 4.3. The Cervices Acceptance Certificate shall be submitted by the Contractor and signed by the Parties. The certificate shall specify: 1) the fiscal period, 2) the cost of services rendered in the fiscal period, 3) other data as the Parties see proper. 3 4.4. The Customer shall sign Service Acceptance Certificates within 5 (five) working days since receipt thereof and send a claim transmitted by e-mail or facsimile. In case the Customer doesn’t sign the Service Acceptance Certificate within 5 (five) working days and doesn’t submit a claim within such period, the Certificate and services specified therein shall be deemed accepted. No further claims related to this work stage shall be accepted and the Service Acceptance Certificate shall become valid as if signed by the Contractor. However, the Contractor is entitled to require from the Customer to set his own hand to the applicable Service Acceptance Certificate. Claims as usual are sent in soft copy form (cl. 9.6.2 hereof), though upon request of the Contractor they may be demanded in the form stipulated by cl. 9.6.1 hereof. 4.5. The Parties agree that the evidence of presence or absence of the Customer’s URL-address on the Top page shall be constantly registered by efforts of the Contractor (including with the help of his software). The Contractor’s data shall be deemed true, if the Customer doesn't deny reliability of the same having submitted his own evidence. The Parties comprehend that delivery of the search results depends on various circumstances and may differ for various Internet users. 4.6. Monthly, not later than within 10 (ten) working days since the end of the fiscal period the Contractor shall submit a Report on the Services Rendered in the soft copy form and in the manner specified in cl. 9.6.2 hereof to the Customer's e-mail stated in cl. 9.10 hereof containing the information as follows: а) the key word; б) the rank of the Customer’s URL-address in the Search engines for key words for each day of the fiscal period; в) price per day г) number of days in the top д) overall cost for each key word for the fiscal period. 5. SERVICES PAYMENT SCHEDULE 5.1. Not later than within 3 (three) calendar days since conclusion hereof the Customer shall make a security deposit in the amount of ____ (_______) rubles (incl. VAT 18% - ___ rub., __ cop.). 5.2. For support of Key words the Customer shall monthly pay to the Contractor a remuneration for each day of services in the amount agreed in Appendix No. 2 hereto. If in the support period within the day the Customer’s URL-address doesn’t appear on the Top page for Key words, support for the applicable Key words within such day is not to be included in the invoice (not payable). The Customer understands that within the support period circumstances specified in cl. 2.2 hereof may exist for certain time and with no visible additional actions of the Contractor, nevertheless the Customer understands that the Contractor is constantly doing analytical work, provides for monitoring (supervision that such circumstances still take place), link trading and/or rendering other services payable within the support period in compliance with this clause. 5.3. The Contractor shall monthly within 4 (four) working days since the end of the latest fiscal period issue to the Customer an invoice for payment of remuneration for support of Key words (cl. 5.2 hereof). The Customer shall pay the invoice not later than within 5 (five) working days since receipt thereof. 5.4. If it is revealed that the Customer violated his obligations (including omission upon creation of the applicable conditions) stipulated by clauses 3.1.3, 3.1.7 or 3.1.8 hereof and the Contractor provided services for promotion and/or support, the Contractor is entitled to take into consideration and to choose in order to determine if the goal of the services hereunder has been achieved, any applicable domain name, not notified of by the Customer (but should have been notified according to the above clauses) and the link thereto appearing on the Top page for the search query consisting of the Key words. 5.5. The Customer’s obligation as to payment for services rendered shall be deemed executed: 1) in case of noncash payments – on the date of crediting of cash means to the correspondent account of the Contractor’s bank, 2) in case of cash payment – on the date of acceptance by the Contractor’s cashier (at that the Contractor is entitled to accept the deposited amount in whole or in part, if as a result of such acceptance he exceeds the limit for acceptance of cash means through the cashier). The Customer is entitled to choose the method of payment. 6. PARTIES’ LIABILITY 6.1. The Contractor shall be liable only in case of fault of the same in his actions and to the extent of price hereof. 4 The Contractor shall bear no responsibility for technical deficiencies, failures, technical features of search engines, actions of the owners of search engines and actions (including omission) of any third parties. 6.2. For delay in payment hereunder, the Customer shall pay to the Contractor a penalty fee in the amount of 0.1 (one tenth) percent of the amount due for each day of delay but no more than 35 (thirty five) percent. The Customer shall pay the penalty fee within two working days since the moment of receipt of the applicable requirement from the Contractor. The Contractor is entitled to deduct the applicable amount of the penalty fee from the amount of security deposit. 6.3. In case of delay in payment hereunder, the Contractor is entitled to suspend the services. In case such delay lasts more than 10 (ten) working days, the Contractor is entitled to terminate the Agreement in accordance with unilateral procedure deducting the amount of indebtedness from the security deposit. 6.4. The Contractor shall not use optimization techniques prohibited by search engines such as: - use of hidden, invisible or scarcely distinguishable text or links on the Customer’s website; - use of “cloaking” on the Customer’s website; presentation of pages with various content to the users and search bots; - use of “doorways” (websites created exclusively for user redirection); 7. AGREEMENT TERMINATION 7.1. The Parties agreed that the Contractor shall do his best to achieve the goal stipulated in cl. 2.2 hereof (complete the promotion) not later than within five months since the Promotion Start Date. In case the goal stipulated in cl. 2.2. hereof has never been achieved for one or several Key words specified in Appendix No. 1 within the above stated term, the Customer is entitled to unilaterally withdraw from the Agreement on part of the applicable Key words having warned the Contractor thereof in written form not later than on the following working day since dispatch by the Contractor of a report for the Key words. The Customer shall explicitly announce on which Key words he terminates the Agreement. In case of termination of the Agreement subject to this clause, the Contractor upon demand of the Customer shall return to the Customer a part of security deposit in proportion to the ration between the monthly cost of services of the Contractor for all the Key words and the monthly cost of the Key words subject to Agreement termination or set off the stated part of the security deposit against the services for other Key words. The Contractor is entitled to withdraw the cost of services rendered from the applicable part of security deposit. Thereat, the Contractor shall recompense no losses and bear no responsibility except for cases when non- achievement of the goal stipulated by cl. 2.2 hereof is related to wrongful acts (including omission) of the Contractor. 7.2. If the Customer withdraws from the Agreement for those Key words being at the promotion stage within five months since the Promotion Start Date, the Contractor’s remuneration for the services rendered shall be calculated by the formula: X * Y. Where X is remuneration for support for the applicable Key words stipulated in Appendix No. 2 and Y is the number of days for the Contractor to have been actually provided for the promotion of the applicable Key words. The Customer is entitled to require reimbursement of security deposit in the applicable part to be calculated as stipulated by paragraph 3 of cl. 7.1 hereof. 7.3. The Contractor shall be entitled to withdraw from the Agreement on part of support having warned the Contractor thereof no more than 20 (twenty) working days prior to the same to be calculated since the date of receipt by the Contractor of a notice in the procedure stipulated by cl. 9.6.1 hereof. The rendered Services, subject to the Agreement, shall be payable to the fullest extent. If the security deposit paid by the Customer exceeds the cost of services rendered, it shall be subject to return to the Customer in the relevant part within 7 (seven) working days. 7.4. If the Customer violates the terms in part of cl. 3.6 hereof, the Contractor is entitled to terminate the Agreement in accordance with unilateral procedure having deducted from the security deposit the amount of actually completed and documented works. 7.5. The Contractor shall be entitled to withdraw from the Agreement in accordance with unilateral procedure having warned the Customer thereof in the manner stipulated in cl. 9.6.1 hereof not later than 20 (twenty) days prior to the same and upon return of security deposit pro rata the obligations not executed hereunder as of the moment of termination hereof. The services rendered shall be paid to the fullest extent. 5 8. DISPUTE SETTLEMENT 8.1. All disputes occurring in the course of this Agreement, in connection herewith or arising out of the same shall be settled by negotiations of the Parties. 8.2. Unless the dispute is resolved by way of Parties’ negotiations, it may be submitted for consideration to the applicable court at the Contractor’s location. 9. CLOSING PROVISIONS 9.1. The Agreement is concluded sine die. 9.2. Neither Party is entitled to assign the rights arising out of this Agreement to the other person without prior notice to the other Party. 9.3. The titles of clauses shall be only for reference, are not valid and not taken into account upon interpretation hereof. 9.4. The Contractor shall keep confidential the information having become known to the same as a result of execution hereof (if the Customer accords confidential treatment thereto) excluding information publicly available under the Customer’s domain name. 9.5. The Customer shall keep confidential any data (whether proprietary, technical, organizational or other) including those related to the results of intellectual activity which became known to the same in connection herewith and execution hereof as well as data on the methods of professional activity of the Contractor (know- how). Financial and other information hereunder (including the terms thereof) shall also be deemed confidential information and not be subject to disclosure without prior written consent of the Contractor. If in the course hereof a new trade secret is created or new confidential information is developed, the rights for such trade secret and confidential information shall pertain to the Contractor and the Customer is not entitled to use them in his activity. 9.6. Notices shall mean any notices, communication, requirements, warnings, reports, amendments to the Agreement, other documents in any way connected herewith but causing no direct changes of the Parties’ rights and obligations hereunder. 9.6.1. Notices shall be executed in written form and sent by registered letter with a list of enclosures, return receipt requested or delivered against signed receipt to the Party's representative. Calculation of the terms related to the Notices sent by Russian post with list of enclosures shall commence within 5 (five) working days since dispatch thereof to the Customer. In case a) the notice is not received by the Party due to change of its address not reported to the other Party or b) the Party or related persons refuse to receive the Notice upon handover of the same to the Party, the Notice shall be deemed received on the date of dispatch thereof (attempted delivery) notwithstanding its actual receipt by the Party. 9.6.2. Notices may be sent in written form by means of e-mail messages (e-mail addresses of the Parties are specified in cl. 9.9 hereof) and such Notices shall be deemed duly signed by the Parties in the presence of an equivalent of handwritten signature of the same. The Parties agreed that the Service Acceptance Certificate shall be issued only in written hard copy form, unless otherwise separately approved by the Parties. 9.7. The Parties agree that for the establishment of new legal relationships (including those not directly related hereto – for instance, for rendering additional services) and changes of the existing legal relationships between the Parties their will and consent may be duly and properly formalized, except for setting hand to the same and handover of the original documents in hard copy form, as follows: 1) by document exchange and communication via facsimile, 2) by document exchange and communication via e-mail messages sent to the address specified herein (considered as an equivalent of handwritten signature) including the enclosure of scanned documents in hard copy form to the body section of the letter. All methods of transactions formalized herein shall represent a written form of the transaction. Documents and messages shall be deemed originated and signed by the authorized persons as the Parties confirm that only authorized persons have access to the specified communication facilities. 9.8. The Parties confirm equal validity of handwritten signature and facsimile signature (represented mechanically using a printing block). 6 9.9. The documents sent by one Party by means of e-mail message shall be deemed received by the other Party on the date of dispatch thereof and the periods depend on the moment of receipt of the document by the Party shall commence on the following day. 9.10. Contact e-mail addresses on the part of the Customer shall be _______________________, on the part of the Contractor ___________________________. Letters sent from these e-mail addresses shall be deemed sent by authorized representatives of the parties and may serve as evidence in a judicial proceeding. 9.11. The Parties shall send to each other notices of the change of name, status, payment information, postal and legal addresses, contact e-mail addresses, phone numbers, of the changes in managerial staff and other facts of essence for the execution of provisions hereof within 5 (five) working days since the applicable change comes into existence. 9.12. This Agreement is made in two copies, one for each Party and shall come into force since the moment of signing thereof. Appendixes to this Agreement shall be its integral part. 10. ADDRESSES AND DETAILS OF THE PARTIES Limited Liability Company ______________ Limited Liability Company “SEO Dream” Principal State Registration Number: ______ INN/KPP: _____/______ Address: ______ Tel.: _____ Bank details: Bank details: settlement account: ___ correspondent account: ____ in ____ BIC: _____ ___________________________ ___________________________ /_______/ / __________/ L.S. L.S. 7 Appendix No. 1 to the Agreement for rendering information services No.____ dd. _________ ____, _____ List of Key words (phrases): Limited Liability Company ______________ Limited Liability Company “SEO Dream” Principal State Registration Number: ______ INN/KPP: _____/______ Address: ______ Tel.: _____ Bank details: Bank details: settlement account: ___ correspondent account: ____ in ____ BIC: _____ ___________________________ ___________________________ /_______/ / __________/ L.S. L.S. Appendix No. 2 to the Agreement for rendering information services No.____ dd. _________ ____, _____ Amounts of remuneration for support of Key words (cl. 5.2 of the Agreement). For support of Key words in the Google search engine: Cost of service per Cost of service per day Cost of service per day Key word (phrase) day (rubles), (rubles), (rubles), ranks 1-3 ranks 4-5 ranks 6-10 Limited Liability Company ______________ Limited Liability Company “SEO Dream” Principal State Registration Number: ______ INN/KPP: _____/______ Address: ______ Tel.: _____ Bank details: Bank details: settlement account: ___ correspondent account: ____ in ____ BIC: _____ ___________________________ ___________________________ /_______/ / __________/ L.S. L.S.
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