Austin Texas Advertising | web design | SEO | SMO | SEM.

SEARCH ENGINE OPTIMIZATION AGREEMENT

Article 1         Commencement Date

THIS AGREEMENT made the __th day of ____, 20__.

Article 2         Description Of Parties

BETWEEN:       

Austin Texas Advertising having its principal Mailing Address:
3616 Far West Blvd.
Suite 117-304
Austin, TX. 78731.  (Hereinafter referred to as "ATA")

AND:

Client's Name, having its principal place of business at Client's Address. (Hereinafter referred to as “Client's Name”)

Article 3         Recitals
WHEREAS ATA offers internet marketing and web site optimization also known as SEO services (hereinafter referred to as SEO SERVICES)

AND WHEREAS Client’s Name is interested in utilizing the SEO SERVICES of ATA

AND WHEREAS ATA desires to offer SEO SERVICES to Client’s Name, and Client’s Name wishes to contract SEO SERVICES from ATA

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual agreement set out herein, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement, agree as follows:

Article 4         Definitions and Interpretations
4.1          For the purposes of this Agreement, the following terms shall have the following meanings:

1. "Commencement Date" shall be the date of approval of this Agreement as set forth in Article 1 of this Agreement.
2. "Party" and "Parties" shall mean a party and the parties to this Agreement, respectively.
3. "Related SEO services" shall mean any service provided by ATA in relation to internet marketing, including, but not limited to: domain registration, web site hosting, graphics design, email campaigns, and newsletters.
4. “Search Engine Optimization” shall mean the process of making changes to the code, design and/or content of one or more web site pages for the purposes of ranking more favorably in one or more internet search engines.
5. “Link Building” shall be the process of acquiring incoming hypertext links from other web site pages in order to build traffic to the site.
6. “Directory” shall mean a web site that contains pages of outgoing hypertext links that are organized into categories.
7. “Portal” shall mean a web site that provides multiple SEO services with the goal of becoming the main site for a wide variety of users. More specialized Portals are called “Vertical Portals” or “Vortals”
8. “Keyword(s)” also known as “Search Term(s)”) shall mean word(s) entered by the searcher into a search form. Other instructions can optionally be added to keywords in some engines to create a “Query”.
9. “Search Engine Results Pages” (SERPs) are the results that a search engine presents in response to a Query.
10. “Compliant Techniques” shall be Search Engine Optimization techniques that conform to the Terms Of Service and generally accepted guidelines for a particular search engine.
11.  “Pay for Inclusion” (PFI) is the practice by some search engines and Directories requiring a payment of a fee before the inclusion of a web site into said search engines and Directories database and results will be allowed. Some PFI fees do not guarantee inclusion, only consideration for inclusion, and are non-refundable.
12. “PPC (Pay Per Click)” is a system in which one purchases textual advertisements to be placed on the search engine or Directory results page based upon a list of keywords and/or phrases chosen by the advertiser and in response to a search term. The details on how and where the advertisement appears on the results page may vary and include bid amounts, click through rates (CTR), relevance and other factors. The key denominator is that the advertiser only pays when a user clicks on the advertisement.

1. In this Agreement, unless the context requires otherwise, the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter gender; and words importing persons shall include associations, partnerships and corporations and vice versa.
2. For purposes of this Agreement, an entity shall be related to or affiliated with a Party if one of them is a subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person.  If two corporate bodies are affiliated with the same corporate body at the same time, they shall be deemed to be affiliated with or related to each other. Ex: Austin Texas Advertising owns www.austin-realestate-services.com, www.beautifulskintherapies.com, and www.essence-medspa.com, of which all are related to and referred to as ATA.
3. Unless the context of this Agreement requires otherwise, reference in this Agreement to a numbered or lettered article, section, subsection or paragraph refers to the article, section, subsection or paragraph bearing that number or letter in this Agreement.  A reference to "this Agreement", "herein", "hereof", "hereunder" or similar terms refers to this Agreement as a whole, together with any Schedules and amendments to this Agreement.
4. The language of this contract is in English as in common use in the United States of America (US English) and any disputes with translations of this agreement or its counterparts in other languages shall be settled finally in US English.
5. All references to dates and other calendar events shall be in the Gregorian calendar such as in common use in North America. All references to dates and/or times shall further be relative to the principle place of business of ATA unless otherwise specified.
6. All references in this Agreement to dollar amounts are to U.S. funds unless otherwise specified.

Article 5         SEO services Offered

1. ATA shall perform SEO services for the following:

1. To the extent that Client’s Name requires additional assistance or information from ATA, ATA will provide Related SEO services for an additional cost of $125.00 per hour, not including expenses.  Both parties prior to any Related Services being performed shall mutually agree upon such additional costs.  Allocation of time is subject to availability.
2. If the technical support, assistance, or information described in Article 5.2 is to be provided at Client’s Name’s facilities, then Client’s Name shall in advance of SEO services performed, pay reasonable expenses for accommodations, travel, and such other reasonable costs as are incurred by ATA in connection with the provision of such technical support.  ATA shall use its best efforts to estimate the amount of such reasonable expenses in advance of providing such technical support SEO services, and Client’s Name shall pay to ATA within three (3) days of receipt thereof the amount of such estimate.  Within three (3) days after such SEO services have been provided, Client’s Name shall pay to ATA such additional reasonable amount as shall be due for such expenses or ATA shall reimburse Client’s Name for any overpayment.

Article 6         Remuneration

Client’s Name shall pay to ATA a fee as follows:

1. $5,000.00 as an up front deposit for services to be rendered for Client’s Name and clients domain name.
   OR a monthly payment of $800.00 will be made at the first of every month drafted from client names bank account or a re-occurring credit card payment
2. $x.00 or x% per web site sale, will be paid out at every pre arranged benchmark date or amount to ATA, and this amount will be determined valid upon verification by both parties. Payments shall be made within 3 business days of notification to client’s name with verification and agreement by both parties.
3. Client’s Name shall pay and satisfy the fees set out in Article 6.1 by payment to, or to the order of, "Austin Texas Advertising", by wire transfer or bank draft in U.S. dollars immediately following the Commencement Date, or on the agreed schedule, as applicable.
4. There shall be a $50 per month or part of month late penalty for non-payment fees referenced by Article 6.1-3
5. There shall be no right of set-off or recoupment with regard to remuneration under this agreement.

Article 7         Intellectual Property and Copyright

1. Client’s Name authorizes ATA’s use of all Client’s Name logos, trademarks, Web site images, etc., for use in creating and using web resources including, but not limited to, web pages; and any other uses as deemed necessary by ATA, and agreed to by Client’s Name, for search engine marketing and optimization.
2. Client’s Name warrants that it is legally entitled to use, and saves ATA as harmless regarding, all materials provided to ATA by Client’s Name during the course of this agreement.
3. ATA shall retain all Intellectual Property rights over all work done, techniques used and or business strategies described as SEO services, subject to Article 10.12
4. Client’s Name shall retain all copyrights to images, logos, branding, and text that are provided to ATA. In the event that ATA shall create more graphics, images, text and or content for Client’s Name, Client’s Name will retain the copyrights to the finished product.

Article 8         Indemnification and Access

1. Client’s Name shall indemnify and save ATA and ATA’s directors, officers, employees, agents and assigns from and against all claims, actions, obligations, liabilities, damages, losses and judgments, including any incidental costs and expenses, arising out of or attributed, directly or indirectly, to the actions agreed to by Client’s Name in this agreement.
2. Client’s Name acknowledges that ATA is a specialist and does not profess expertise in Client’s Name’s area of business. Client’s Name is responsible for, and holds ATA blameless for, the content, trademarks and other aspects of the web site that are related to Client’s Name’s business, industry, and competitors.
   1. Client’s Name agrees to provide the following:

Article 9         Term and Termination

1. The Term of the Agreement is, subject to the prior renewal or termination of this Agreement pursuant to the terms and conditions hereof, is for a period of 12 months, commencing on the Commencement Date. This agreement may be renewed by mutual written consent of both parties for a subsequent term. Such renewal shall be on the terms and conditions agreed upon by both parties.
2. Either Party may terminate this Agreement in the event that the other Party breaches a material condition hereof, provided that the first Party gives written notice to the second Party of the breach.  The second Party shall have thirty (30) days from receipt of such notice to correct the breach.  In the event the breach is not remedied within this period, the first Party may, in its sole discretion, terminate this Agreement within a reasonable time after the expiry of the thirty (30) day period.
3. Notwithstanding any other provision of this Agreement, the Parties agree and acknowledge that the provisions of Articles 7, 8 and 10 shall survive the expiration or termination of this Agreement and shall remain in full force and effect notwithstanding such expiration or termination.
4. Any termination of this Agreement shall be without prejudice to any other rights (including any right of indemnity), remedy or other relief vested in either Party or to which either Party may otherwise be entitled pursuant to this Agreement.

Article 10       General Warranties by both parties are as follows:

1. Each Party to this Agreement warrants that it is not under any legal obligation that would prevent it from entering into this Agreement or that would prevent or hinder the carrying out of its terms, and that all internal authorizations required for the entering into of this Agreement have been or will be made, including any required authorizations by its Board of Directors, or otherwise.
2. The Parties agree that, except as may be expressly provided in this Agreement, neither has made or makes to the other any representations or warranties respecting the compensation that the other may expect to earn or receive pursuant to this agreement or otherwise.
3. Save and except as expressly set forth in this Article 10 of the Agreement, ATA expressly disclaims and excludes all express and implied representations and warranties, whether statutory or otherwise.
4. ATA and Client’s Name are and shall be independent contractors and ATA is not and shall not be the agent or legal representative of Client’s Name for any purpose whatsoever. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, express or implied on behalf of or in the name of the other Party or to bind the other Party in any manner whatsoever.
5. The Parties hereby agree that they are not to hold themselves out as having any right or authority to assume or to create any obligation or responsibility on behalf of or in the name of the other party or to bind the other party in any manner whatsoever other than as may be expressly provided in this Agreement.
6. Subject to Article 10.5, no Party may assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld.  Any attempt to assign this Agreement without such written consent shall be void.
7. Notwithstanding Article 10.4, ATA shall be entitled to assign this Agreement to a company related to or affiliated with ATA without the prior written consent of Client’s Name.
8. It is agreed between the Parties that neither of the Parties shall be held responsible for damages caused by delay or failure to perform their respective undertakings under the terms of this Agreement when the delay or failure is due to fires, strikes, floods, acts of God, wars, riots, insurrections, lawful acts of public authorities, or delays or defaults caused by common carriers, that cannot reasonably be foreseen or provided against, including the actions of search engines, directories and related parties not under the direction or control of ATA.
9. The delay or failure in performance excused by Article 10.6 of this Agreement shall only be excused for so long as the causes of such excusable delay or failure subsist.  The Parties shall resume the performance of their respective undertakings forthwith upon cessation of the cause of such excusable delay or failure.
10. No covenant or condition of this Agreement may be waived except by the written consent of the waiving Party, and forbearance or indulgence by the waiving Party in any regard whatever shall not constitute a waiver of the covenant or condition to be performed by the other Party and until complete performance by the other Party of the covenant or condition, the waiving Party shall be entitled to invoke any remedy available under this Agreement or by law, despite the forbearance or indulgence.
11. If any part of this Agreement is found to be invalid by any court of competent jurisdiction, that part shall be deemed severed from this Agreement and shall not affect the validity of the remainder, which remainder shall remain in full force.  Such severance shall have effect only in the geographic area within which such court has jurisdiction.
12. All notices required to be forwarded pursuant to this Agreement shall be sent by email, registered mail, personal delivery or facsimile to the addresses or facsimile numbers set out below or such other address or facsimile number as either Party may advise:

                          In the case of ATA:

                          E-mail:                 lwest@austintxadvertising.com
                          Attention:  SEO for Client’s Name

                          In the case of Client’s Name:
 

               Fax:                      

                          E-mail:                 name@your_web_site.com                    
                          Attention:             SEO for Client’s Name   
                                         
Any notice delivered by mail shall be deemed given when received.  The date of receipt of any notice by facsimile shall be the date upon which the transmitter of the facsimile receives confirmation of the facsimile transmission.

The laws of the State of Texas in the United States of America shall govern this Agreement.

1. In the event of arbitration and / or disputes,
2. All disputes arising from the execution of/or in connection with the Agreement shall be settled through friendly consultation between both parties.  In case no settlement can be reached, the disputes shall be submitted for arbitration.
3. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
4. The arbitration authority shall be a court of competent jurisdiction in the State of Texas in the United States of America.
5. The arbitration award shall be final and binding on both parties.
6. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous agreements, understandings and discussions, whether oral or written, between the Parties.  There are no warranties, representations or other agreements between the Parties in connection with its subject matter except as specifically set forth in this Agreement.
7. No change or modification of this Agreement shall be valid unless it is in writing and signed by each Party hereto.
8. This Agreement is binding on all successors, permitted assigns, heirs, executors and administrators of the Parties hereto.
9. This Agreement may be executed in any number of counterparts and all of these counterparts shall for all purposes constitute one agreement binding on the Parties and be deemed originals for all purposes notwithstanding that all Parties are not signatories to the same counterpart.

Article 11      Signatory Information

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the day and year first written above.
SIGNED, SEALED AND DELIVERED this _____, day of ______________________, 200_
Austin Texas Advertising

                                                                                           c/s
ATA Signatory
SIGNED, SEALED AND DELIVERED this _______, day of ____________________, 200_
               Client’s Name

                                                                                           c/s

By: _________________________         Title: __________________________                       

Witnessed:    By:_______________________________________
Printed Name: _____________________________
Date:      this _______ , day of ____________________, _______.