After several rounds of prospecting, discovery, and proposal-building, your prospect has finally agreed to engage with you.
As an independent consultant you want to set yourself up for success by finding a reliable, paying client. In return, your client would ideally get a trusted parther.
The next step is to create a contract that outlines all the details of your engagement.
In today’s post, I will talk through why and how to construct an SEO contract that’ll help with your new client.
Let’s start.
Why do you need an SEO Contract?
An SEO contract serves multiple purposes, including,
- Building trust
- Level-setting expectations
- Protecting you
Clients want to understand what they’re getting out of an engagement when they partner with you.
A written SEO contract instills trust as it outlines responsibilities, deliverables, and timelines across parties.
With details around responsibilities, deliverables, and timelines, the SEO contract is also meant to highlight what is expected of you and your client.
Lastly, the SEO contract is meant to protect you legally but also your time and resources.
For example, if a client says you’re on the hook for a specific (aspect of a) project, the contract can protect you if it wasn’t explicitly stated in the agreement.
What’s more, if a client requests you look into something that is out of the realm of your scope, you have the right to decline if it’s not covered in the contract.
SEO Contract vs. Services Agreement vs. SOW
I hear the below 3 thrown around regularly.
- Contract
- Services Agreement
- Statement of Work (SOW)
A contract, in this context, is an overarching term that describes the litigious document between two parties.
A services agreement defines an engagement at the highest level and details the terms and conditions for an entire engagement.
A statement of work, or SOW, defines the scope of the work, who’s responsible for what and any details surrounding delivery and timeline.
Although all 3 are closely related with small nuances.
Personally, I group my Services Agreement with my SOW, which allows
What are the dangers of not having an SEO Contract?
Out of Scope Tasks
You open yourself up for all sorts of responsibilities and assumptions if there is no SEO contract.
For example, during migration projects, I’ve had clients request tasks that were out of scope, assuming it was my responsibility.
If I didn’t have an SOW in place, I’d be more liable for the tasks that weren’t accounted for in my budget and I may not be paid for the work.
Delayed Payments
Additionally, if there is no SEO contract, there is nothing obligating your client to pay in a timely manner.
This is especially important if you want to avoid being paid late. A common practice I employ is pushing late charges for delayed payment, typically 20% of the total fees due 1 day after the date payment is due.
What do you include in your SEO Contract?
Although there are various contract definitions and sections to include in an SEO contract, I typically lean on the below,
- Contract Definitions
- Your Responsibilities
- Client Responsibilities
- Services
- Payments
- Non-Agency
- Non-disclosure, Confidentiality, and Non-Solicitation
- Ownership Assignment
- Duration of Agreement and Termination
- Severability
- Assignment of Agreement
- Notices (Signature)
Contract Definitions
The contract definitions help identify key components of the agreement.
Common definitions which I use include “Consultant”, “Company”, and “Work”.
This removes assumptions but also serves as a faster way to reference components of the agreement rather than having to repeat the same details throughout the document.
That is, rather than stating “Edwin Romero” and “Acme Watch” over and over again, I can simply reference “Consultant” and “Company”, respectively.
Your Responsibilities
This portion of the service agreement should reference the areas that you’re responsible for, dictate what is in scope and what is expected of you.
That is, what are the deliverables, what timelines do you have to work with, and what services will you be providing.
Additionally, you can also use milestones to define your responsibilities. Milestones are events within your agreement that mark the maturity of the agreement.
For example, I recently used milestones on a project that required 2 reviews. The first milestone was a deposit. The second milestone was the completion of the 1st review. And the third milestone was the completion of the 2nd review.
I’ve gotten into milestones recently and, I must say, it is great for spreading out work as well as payment distribution.
Client Responsibilities
It’s significant to ensure your clients are held accountable.
That’s not to say you’re getting ready to point the finger.
Rather, you want to remove blockers before they occur; this way, you ensure the project is set up for success.
Specifically, you want to ensure that your client is aware of their responsibilities including,
- Responding / acting in a timely manner
- Providing access to data aggregators (GSC, GA, etc.)
Services
This is the area of the services agreement that can be blended with the scope of work (SOW).
The Services section, similar to “Your Responsibilities”, will reference exactly what services and deliverables will be rendered.
This is your opportunity to outline what the end product of the engagement will look like.
Depending on the size of the engagement, the details of the services can be exhaustive. I’ve found that leaning on tables to call out specific parts of the engagement makes details more digestible.
Payments
Another critical component to the services agreement is the “Payments” section.
This section will cover details such as rates, retainer amounts, and payment distribution.
Your engagement will dictate how this section will be carved up but it’s significant that you focus on ensuring this section is in your best interest.
That is to say, find a payment schedule that works for you, including how late fees / penalties will be structured.
Non-Agency
This section of the agreement states that you as a consultant / contractor won’t make commitments on the client’s behalf.
That is, you won’t enter your client into a binding agreement with a 3rd party.
Additionally, this section can state that the client is not responsible for taxes due on behalf of the consultant.
Non-disclosure, Confidentiality, and Non-Solicitation
This section is primarily around respecting boundaries.
Brands want to ensure that they work with a partner they can trust and confide in.
Several brands I’ve worked with have made me sign Non-disclosure agreements prior to revealing certain information.
What’s more, they want to ensure you don’t publicly disclose your agreement.
Lastly, this section should help tell brands you will not solicit employees of the company / client to work for you.
You can limit these conditions on terms you feel comfortable; I typically limit them to 12 months.
Ownership Assignment
The Ownership Assignment dictates who will own the output of your work.
As brands pay for services, it’s common for brands to want to own the products of the labor.
Duration of Agreement and Termination
This section of the agreement will help understand the duration of the engagement.
The duration will depend on what you and your client feel comfortable with. In some cases, brands will draw a hard line on the duration and need a new service agreement once the duration is over. But often I’ve seen brands continue working long past a duration date.
Additionally, consultants and brands can both opt out of an engagement if they choose. Which is great in case the engagement isn’t working or if there are unforeseen circumstances.
The opt-out can vary – I’ve heard some consultants having a 1 week opt out but I use a 30 day opt-out.
Severability
I lean on this section as boiler plate but it essentially states that if in an aspect of an engagement is unlawful, the engagement will be voided.
Assignment of Agreement
From what I understand, this section helps ensure the engagement responsibilities will not transfer over to a 3rd party but will be in effect for both parties signing into the agreement.
Notices (Signature)
This is the most critical section of the agreement as it revolves around the signature and contact information of both parties.
The Signature section denotes that the parties are in agreement with the document and will pursue to work together.
Summary
I understand that writing an SEO contract, service agreement or statement of work can be overwhelming but I advise you to invest a lot of time working on the document upfront.
This way, you have a contract template you can reuse with every prospect.
I have a standard contract template, which you can purchase, and only update areas that are specific to a new engagement – services, scope of work, and payment details.
From there on out, the document is templated / boilerplate. So writing contracts gets easier with time.
I hope this has been helpful; please reach out if you have any questions!
