If you’re ready to get an SEO contract signed, use my free SEO contract template below. Don’t forget to make a copy of the template in your Google Drive.
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. Using SEO contract templates can streamline this process significantly.
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
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.
Level-Setting Expectations
With details around responsibilities, deliverables, and timelines, the SEO contract is also meant to highlight what is expected of you and your client.
Protection
The SEO contract is meant to protect you legally but also preserve 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 often hear these three terms used interchangeably:
- Contract
- Services Agreement
- Statement of Work (SOW)
While they are closely related, each serves a distinct purpose. Let’s break them down.
Contract
A contract is the overarching, legally binding document between two parties. It sets the foundation for the entire relationship, defining mutual rights, responsibilities, and obligations.
Services Agreement
The services agreement zooms in on the engagement itself, detailing the terms and conditions governing the work. It defines the “rules of the road” for the partnership at a high level, covering aspects like payment terms, confidentiality, and termination clauses.
Statement of Work (SOW)
The SOW gets into the specifics. It outlines:
- The scope of work
- Roles and responsibilities
- Delivery details, including timelines and milestones
Think of the SOW as the blueprint for the project—it ensures everyone is aligned on what’s being delivered and when.
How I Handle These Documents
Personally, I combine my Services Agreement and SOW into a single package. This approach allows my clients to see the big picture (terms and conditions) alongside the project details (scope, responsibilities, and timeline) without jumping between separate documents.
This streamlined approach not only simplifies the process but also reduces the risk of misunderstandings.
Why You Need an SEO Contract
Skipping an SEO contract can leave you vulnerable to misunderstandings, unpaid work, and unnecessary stress. Here are two key risks you face without one:
Out of Scope Tasks
With no defined contract, you risk taking on responsibilities that weren’t originally agreed upon.
For example, during migration projects, I’ve had clients request tasks that fell outside my scope of work, assuming I was respsonsible.
Without an SOW in place, you may:
- Be liable for tasks that weren’t budgeted for.
- Struggle to justify additional charges for out-of-scope requests.
- Risk working without being properly compensated.
A detailed SOW ensures that both parties understand what’s included—and what’s not.
Delayed Payments
An SEO contract is your safeguard against late or non-payments. Without one, there’s no formal obligation for your client to pay on time, which can disrupt your cash flow.
To address this, I always include payment terms in my contracts, including late payment penalties. For instance, I apply a 20% late charge for any payments not received within a day of the due date.
This clause not only protects your business but also encourages timely payments from your clients.
What to include in your SEO Contract?
A well-structured SEO contract protects both you and your client by setting clear expectations. Here’s a breakdown of the key sections I include:
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)
1. Contract Definitions
The contract definitions help identify key components of the agreement.
Common definitions I use include “Consultant,” “Company,” and “Work.” These definitions remove assumptions and streamline the agreement, serving as a quicker way to reference components without repeatedly detailing them.
For example, rather than writing “Edwin Romero” and “Acme Watch” throughout the contract, I simply use “Consultant” and “Company” respectively.
2. 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.
You can also incorporate milestones to mark key progress points. Milestones are critical events in your agreement that demonstrate the project’s maturity.
For instance, in a recent project with two review cycles, I set three milestones:
- A deposit for the first milestone.
- Completion of the first review as the second milestone.
- Final completion of the second review.
I’ve found milestones to be excellent for spreading out work and payment distribution, ensuring transparency and fairness for both parties.
3. Client Responsibilities
Clients must be accountable for their role in the project. This section isn’t about assigning blame but removing blockers to ensure success.
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.)
4. Services
This section often overlaps with the Statement of Work (SOW) and is where you define the scope of services and deliverables.
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.
For larger or more detailed engagements, tables can help organize and present the information clearly, making it easier for the client to review and understand.
5. Payments
The payments section is crucial. It outlines rates, retainer amounts, and how payments will be distributed throughout the project.
This section will cover details such as rates, retainer amounts, and payment distribution.
You should include a payment schedule that works in your best interest and include terms for late fees or penalties.
Clear payment terms protect your cash flow and set expectations for the client.
6. Non-Agency
This section protects you by stating that as a consultant, you won’t make commitments on the client’s behalf.
For example, you won’t enter the client into agreements with third parties. Additionally, this section may specify that the client is not responsible for taxes or other liabilities related to your work.
7. Non-disclosure, Confidentiality, and Non-Solicitation
This section focuses on respecting boundaries and building trust.
Clients need reassurance that:
- You won’t disclose their sensitive information.
- You won’t publicly share the details of the agreement.
- You won’t solicit their employees.
I typically limit non-solicitation clauses to 12 months, but this can be adjusted based on the client’s requirements.
8. Ownership Assignment
Ownership assignment determines who will own the final output of your work.
Most clients expect to own the deliverables once payment is made. Including this section avoids any confusion about intellectual property rights.
9. Duration of Agreement and Termination
This section defines the length of the engagement and the conditions for termination.
Some agreements have a hard end date and require renewal, while others may continue indefinitely until either party opts out.
I include an opt-out clause that allows either party to end the engagement with written notice. Personally, I prefer a 30-day notice period, but I’ve seen others use shorter periods depending on the engagement.
10. 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.
11. 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.
12. Notices (Signature)
The final and most critical section of the contract involves signatures and contact information for both parties.
The signature section formalizes the agreement, ensuring that both parties acknowledge the terms and agree to proceed.
Start Structuring Your SEO Contract
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.Lastly, be sure to lean on your SEO Discovery and SEO Proposal to refine and perfect your contract.
