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  1. 魔鬼是我的背部
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    SEO Contract Guide for Smarter SEOs


    Before starting anything, let me first clear this thing. I am not a lawyer. What I say here is just personal knowledge and research. Although I hate to give disclaimers but here I think it is important:

    “I Himanshu make no guarantee/ warranty of accuracy, timeliness, legality and completeness of the information provided on this thread on SEOCHAT and will not be not be liable for any error/ omission and damages or losses arising from the use of information provided. The Content provided on the thread is only for information purpose and should not be considered as a substitute for a legal advice. This disclaimer is applicable to all those who read this thread irrespective of their country of origin”

    Ok Now I have legally saved myself , let’s move on

    If you want to safeguard your interests as a client or as a SEO consultant, then it’s important to enter into a contract. But before we go into the details, let’s cover the basics of Contract:

    What is Contract?
    It is a legally binding agreement between two or more parties. The parties can be individuals or companies. A contract can be verbal or in writing. E.g. of verbal contracts: going to your doctor, buying a movie ticket, purchasing goods from grocery shops etc. Although they are not put into writing, but they are still legally binding. If you purchase a ticket, you are legally entitled to watch a movie (provided state laws don’t prohibit you for some other reason like being a minor or something)


    What is an agreement?
    An agreement is a promise or set of promises.


    What is a promise?
    A promise is an accepted proposal.


    When a contract is made?
    It is made when there is an agreement between two or more parties and when both the parties want that agreement to be legally binding.


    What a contract is made up of?
    A contract is made up of objects and considerations (i.e. benefits and detriments). Whatever that is given (money, goods, services, promised action, omission of actions etc) in a contract is called ‘consideration’. For e.g. if you sign a contract to sell you SEO services to a client named ‘B’ for $5000, then your consideration is $5000 and you client’s consideration is ‘SEO Services’. Similarly, you can sign a contract with you client named ‘B’ not to disclose your SEO strategies to any other client in lieu of your services. In this case your consideration is a ‘non-disclosure promise’ made by your client named ‘B’ and you client’s consideration is your ‘SEO Services’.

    Detriments mean damages. What if you breached the contract? Are there any damages/penalties? If they are no damages then your contract is legally insignificant. In fact, a contract without Considerations is legally insignificant.

    Both objects and considerations are in the form of expressed and implied terms. Expressed terms can be written or verbal. It means at the time of contracting whatever verbal promises you make to convince your client also become part of the written contract even when they are not explicitly mentioned in the contract. Similarly they are several terms which are never mentioned at all in a contract but are implied by the circumstances or acts/laws in force. For e.g. when a webmaster gives you the administrative access for SEO purpose, he expects you not to misuse/sell his clients ‘sensitive data. This term may not be explicitly mentioned in the contract but is still implied by law/ fair trade practices and is a part of the contract. You may like to include this line at the end of your contract:

    This contract is all inclusive and no other oral or written contract exists between the two parties stated in this agreement.




    When a contract is considered to be valid?
    A contract is considered to be valid when:
    1) The agreement has been made between two or more parties. It means you can’t enter into a contract with yourself.


    2) The parties entering into a contract are legally competent and authorized to enter into the contract. It means, if you enter into a contract with a ‘business development manager’ of a company and if only CEO is authorized to enter into such contract, then your contract can be easily declared null and void in the court of law. So before entering into a contract make sure that the other party is authorized to enter into such contract. Similarly you can’t enter into a contract with a minor. Then law also talks about not entering into a contract with a person who is not of sound mind. This seems pretty obvious.


    3) The agreement has been made on the free will of all the parties involved. Free will means, agreement has been made:

    1. Without giving threats or use of physical force.
    So now you know, even if you make a person to sign property documents at gun point and take away all his property (like we see in movies), he can prove later in the court of law, that the agreement was made by the use of physical force and therefore the contract should be declared null and void.

    2. Without misrepresentation of facts or fraud.
    Think twice before you make tall claims on your SEO website to entice clients. These tall claims can be used against you in the court. We have ‘n’ offices, ‘n’ employees, ‘n’ clients’. We are market leaders according to the latest study by …… magazine. We are Google Adwords Certified Company (though you are not). Deceiving or misleading someone intentionally is known as fraud and any contract made like this can be easily declared null and void.


    3. Without any undue influence
    Sometime a dominating party takes undue advantage of his position or authority to get consent from other party. It is a common practice in many SEO companies where your boss/prospective employer (sort of) force you to sign a contract with the company for ‘n’ number of years.


    4. Not by mistake
    According to contract law, a mistake is defined as an erroneous belief at contracting that certain facts are true. Therefore it makes sense to develop contract in a language that is mutually understood by all the parties entering into a contract. By language I just don’t mean English, Hindi, French etc but also the Jargons used in the contract. So when your contract is for SEO services, it makes complete sense to clearly define what do you mean when you say SEO, Link Building, Link bait, PPC etc in your contract.


    4) When the contract doesn’t contain objects and considerations which are unlawful either wholly or in parts. Any object or consideration which is forbidden by law, defeats the provision of any law, is fraudulent or is considered ‘opposed to public policy’ or immoral by the court is unlawful. For e.g. you can’t have a contract like this:

    “If you couldn’t pay me my SEO fees by the 15th of the following month, you can also compensate me by giving 5 ounce of Marijuana”


    Should I have my contract in writing?
    A verbal contract is as legal and binding as a written one. However in court it is harder to prove exactly what was agreed verbally. So if a contract involves huge sum of money or if there is a possibility of dispute in the future or there is element of mistrust/risk, it makes sense to have the contract in writing.


    Who writes contract?
    No, Himanshu doesn’t write your contracts. It is you and your lawyer’s job.


    Before you Sign a Contract
    Never sign a contract unless you have read it at least three times and have fully understood what is written and implied. Implied things are always difficult to figure out, so consult your lawyer, get a legal advice and make sure that it safeguards your interest.

    Note: you are legally bound once you sign a contract even when you didn’t understand it fully.


    What is mandatory binding Arbitration clause? Should I include it in my contract?

    Arbitration is a legal technique which is used to settle disputes over a contract between clients and businesses outside the court. Arbitration can be either voluntary or mandatory and can be either binding or non-binding. Many businesses esp. big one prefer to resolve disputes through mandatory binding arbitration as it avoids possible bad publicity that could erupt during trial. In a binding arbitration, an independent third party (also known as arbitrator) resolves the dispute and their decision is considered to be final and cannot be disputed or appealed. It is one of the good ways to protect yourself from lawsuit.

    Here I would like to caution you. Beware of large contracts with lot of fine prints. If you didn’t understand them fully, you may unknowingly sign a mandatory binding arbitration contract and loose the right of going to the court. Whether or not you should include such clause in your contract depends on the nature of work and amount of risk you are going to take. For more details consult your lawyer or check out online resources.



    Exclusions Clauses
    You can’t take legal responsibility of everything. There are certain things which are beyond your control. Therefore it makes sense to include certain exclusion clauses in your contract. Example of some exclusion clauses for a SEO project:

    1) No guarantee for number 1 ranking or consistent top 10 rankings for any keyword
    (Your company name here) has no control over search engines, its ranking algorithms and competitiveness of certain keywords/keyword phrases. Therefore the company can’t guarantee number 1 ranking or consistent number 1 ranking or consistent top 10 rankings for any keyword. Moreover, any individual/company which guarantees number 1 ranking is misleading you. Please check out what Google has to say about Guaranteed Number 1 ranking by clicking here.

    2) No guarantee of project timeliness or additional expenses (like charging additional fees etc) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than (Your company name here) or without the prior consultation of (Your company name here). SEO work is destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than (Your company name here) or without first consulting (Your company name here):
    i. Changes in the file(s) or folder(s) name
    ii. Putting a file in a different folder or putting a folder in another folder or sub domain
    iii. Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.
    iv. Deleting a link, folder, file, web document or sub domain.
    v. Modifying text on a web document like changing the formatting of the text or repositioning the text.
    vi. Removing analytics code from the web page which is used to track website traffic.
    vii. Linking out to any website without prior consultation of the (Your company name here)
    viii. Adding a file, folder, web document, widget or any functionality.
    ix. Renaming URLs of existing web documents.
    x. Taking down the website or part of the website


    Note: Exclusion clauses are valid as long as they are not contrary to law and are prominently included in the contract.


    Penalty Clauses
    In penalty clauses you specify the amount of damages that must be paid if either party breaches the contract. If you don’t specify any penalty clause, then there is no point of signing a contract in the first place.


    When a contract comes to an End?
    A contract comes to an end when everything specified in the contract has been done. It can also ends if there is a breach of contract and either party decides to cancel it. A contract can also be ended by mutual agreement of the parties involved in contract or when it becomes impossible to carry out the obligations specified in the contract.

    Example of SEO Contract:
    http://www.seomoz.org/ugc/seo-contract-template-a-verbal-contract-isnt-worth-the-paper-its-written-on
    http://www.onewayadv.com/contracts/SEO_contractagreement.doc



    Even after writing 2000 words, I am still scratching the surface of contract laws. For more details consult your lawyer. Remember even a hodgepodge of few SEO contracts copied from other SEOs is better than not having any contract at all and solely depending on verbal agreements. At least there is one thing that I can say for sure. u r no longer clueless about SEO contracts

    Comments on this post

    • terriwells agrees : Great thread title, great post...I should get you writing for us! lol
    • Aignam agrees : If your linkbaiting is even close to as good as your repbaiting is, I'm sure you're a fantastic SEO
    • JVRudnick agrees : sticky this one too....h well well done! but as I've learned most of this is beyond me so I just call counsel....
    • fathom agrees : Seriously... if you want an SEO writing job... PM me.
    • seogoat agrees : Very good stuff :)
    • seomonkeymanocp agrees : Amazingly helpful to SEOs and businesses alike!
    • PhilipSEO agrees : kudos!
    Last edited by himanshu160; Aug 12th, 2009 at 09:56 AM. Reason: title changed
  2. #2
  3. 魔鬼是我的背部
    SEO Chat Good Citizen (1000 - 1499 posts)

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    terriwells agrees: Great thread title, great post...I should get you writing for us! lol
    Hi Terri!

    Thanks for the offer. But i can write max. of one article a month. Writing on regular basis is not possible for me. I spend weeks and weeks acquiring and compiling new information to help me in my profession and then when i feel like its complete or requires rating/review, i share them with other SEOs. In this way i make sure that i am assimilating the right information and it also help others in gaining knowledge.
  4. #3
  5. 魔鬼是我的背部
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    Talking


    Aignam agrees: If your linkbaiting is even close to as good as your repbaiting is, I'm sure you're a fantastic SEO
    This is in fact a linkbait (for SEOCHAT)

    Comments on this post

    • Aignam agrees
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  7. Contributing User
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    Great post Himanshu -- I was just sitting down this afternoon to research this exact subject. Pleasantly surprised to see this info up here... is there no end to SEO Chat's collective knowledge?!
  8. #5
  9. 魔鬼是我的背部
    SEO Chat Good Citizen (1000 - 1499 posts)

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    Originally Posted by dam10n
    Great post Himanshu -- I was just sitting down this afternoon to research this exact subject. Pleasantly surprised to see this info up here... is there no end to SEO Chat's collective knowledge?!
    Thanks. There are lot of articles on SEO Contract on the net but they don't explain the things that i have explained here in great detail. They just give u the sample template that u can use for ur contract. Without knowing the basics of contract, signing/setting up a contract could be a huge mistake. One advantage that you may get is that just like me you can also easily find out loopholes in a contract most of the times without consulting a lawyer. Its only big and lengthy contracts that really requires scrutiny by lawyers. And yes SEOCHAT Collective knowledge is unparallel in the world :-)
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  11. rod@missionop.com
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    Originally Posted by himanshu160
    Thanks. There are lot of articles on SEO Contract on the net but they don't explain the things that i have explained here in great detail. They just give u the sample template that u can use for ur contract. Without knowing the basics of contract, signing/setting up a contract could be a huge mistake. One advantage that you may get is that just like me you can also easily find out loopholes in a contract most of the times without consulting a lawyer. Its only big and lengthy contracts that really requires scrutiny by lawyers. And yes SEOCHAT Collective knowledge is unparallel in the world :-)
    Might I suggest you take Terri up on the offer. SEOChat pays great (especially to those of Eastern locations). Five articles are an above average full time wage.

    You can always post a synopsis in the forum...

    The reason I says this... root exposure gets much more eyes than the forum.

    Constructive feedback - since no one at SEOChat actively promotes articles (a mention in the newsletter is it) exposure is based on searchers finding the page in results...

    No one thinking about being a full- or part-time SEO defines themselves as a "dummy"... it may work in a bookstore for business ideas or works for basics of do-it-yourself SEO but it is worthless for your post.

    Guide to SEO Contracts that Work!

    How to Write an SEO Contract!

    SEO Contracts that Sell Themselves!
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  13. Contributing User
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    It's a good point... once in a while one comes across content that's wasted just being on a forum, and (for me at least) this is definitely one of those moments.

    Originally Posted by fathom
    No one thinking about being a full- or part-time SEO defines themselves as a "dummy"
    Hey! I resent that!

    I'd also chuck the all-purpose 101 for a beginner's guide. It implies that readers are going to get a quick-fix injection of the important parts they need to know. I always think that article writers using 101 in their title know what they're doing.
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  15. 魔鬼是我的背部
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    Smile


    Originally Posted by fathom
    Might I suggest you take Terri up on the offer. SEOChat pays great (especially to those of Eastern locations). Five articles are an above average full time wage.

    You can always post a synopsis in the forum...

    The reason I says this... root exposure gets much more eyes than the forum.

    Constructive feedback - since no one at SEOChat actively promotes articles (a mention in the newsletter is it) exposure is based on searchers finding the page in results...

    No one thinking about being a full- or part-time SEO defines themselves as a "dummy"... it may work in a bookstore for business ideas or works for basics of do-it-yourself SEO but it is worthless for your post.

    Guide to SEO Contracts that Work!

    How to Write an SEO Contract!

    SEO Contracts that Sell Themselves!
    Thanks for the offer
    I have changed the title of my thread. I am extremely busy these days cos of prior commitments, but pls keep ur offer opened for me.
    Last edited by himanshu160; Aug 12th, 2009 at 10:19 AM.
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  17. 魔鬼是我的背部
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    If some moderator/Administrator could change the title tag of this thread, then it would be great
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  19. Contributing User
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    The offer will always be open for you, though James is the person you'd have to contact. And if I can't convince you to write for us immediately, I hope you won't mind if I start turning some of your threads into SEO Chat articles? I do that to some extent already...and you're not the only one...(if I had a little more time I'd be searching these threads more often for great items to turn into articles; Aignam just posted one yesterday about blogs and SEO that looks very good).

    I always credit the poster with at least their forum handle of course.
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  21. 魔鬼是我的背部
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    Originally Posted by terriwells
    The offer will always be open for you, though James is the person you'd have to contact. And if I can't convince you to write for us immediately, I hope you won't mind if I start turning some of your threads into SEO Chat articles? I do that to some extent already...and you're not the only one...(if I had a little more time I'd be searching these threads more often for great items to turn into articles; Aignam just posted one yesterday about blogs and SEO that looks very good).

    I always credit the poster with at least their forum handle of course.
    Yeah pls go ahead. And please use the new title for the opening post and not this '...........dummy' one
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    Good topic, my 2cents:

    Many people forget when they change the terms while the project is still running to update the contract. Make sure you do that!

    Example:
    You signed for 40 hours and a certain job. Customer contacts you and ask for an extra service which make it totally 65 hours work. Do not start with working this extra part before you got it signed! I know there should be trust between you and the customer. But when it comes to details I dont want any confusion it is the best for both sides.

    Trust is essential when it isnt there you shouldt do business with that person even with a contract!

    And a good contract protect both parties, so it protects but also obligate! So think and read it three-four times before signing.

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