We often think of contracts as crucial for limiting risk and protecting our companies in business transactions. They are good for that, it’s true. This narrow definition can lead us to believe we don’t need one, when outsourcing to someone we know or have worked with before, for example.
A written work agreement serves a number of purposes and no SEO project should start without one. In addition to offering protection, it clarifies expectations, eases communication throughout the project, and helps to keep the project on track. Email history and a handshake just aren’t enough to get a project off the ground, regardless of how well you think you know someone.
Disclaimer: I’m not a lawyer. This isn't legal advice. You should seek the opinion of a qualified legal professional before entering into any business relationship or contract. This is based on my own experience having bought and sold services online for a number of years.
With that out of the way, let’s have a look at the key components of a SEO Work Agreement and why you need to include them in your contract before starting any new project. These are the bare bones for any work agreement; yours may require additional information based on the project.
Basic contact information seems like a no-brainer, yet many work agreements lack one important piece: an emergency contact. This isn’t so much a concern if you’re working with a large company (on either side). Individual service providers can often do the job just as well as large companies, but who do you contact if they are unavailable?
It’s just good business for SEOs (and all other types of companies) to have measures in place to ensure work continues if a key person on the project can’t complete the work, for any reason. Even if they were to become completely incapacitated, you need to get in touch with someone to kill the project and close it out. Who is that person and how do you reach them?
When I did outsource services, I was fortunate enough to have a trusted family member work with me on occasion. This person had access to a file with all current projects, contact information, and instructions in case of emergency. As a buyer, you need to know your service provider has this type of plan in place.
Work Agreement Life and Termination
Include the start and end dates, as well as any stipulations on canceling the project before the end date. This should include any notice required and penalties applicable if either party is unable to continue until completion.
SEO Project Scope & Deliverables
This is the nitty gritty of the project. Hammering out the scope of the project and actually putting it to paper allows both parties to foresee the unforeseen and ask questions. Consider, at the very least:
- Services rendered: If you are buying link building, include link characteristics, volume, etc. If content creationis part of the deal, how much and how often? Be specific to avoid disagreements later on.
- Acceptable file formats: For exchanging information.
- Site permissions: Who has access and to how much of your data?
- Inclusions and exclusions: Such as software or membership fees.
- Equipment: If you are providing any equipment for the SEO provider, list the specifics and any liabilities.
- Other providers or players: Will the SEO provider be responsible for corresponding with your developer or other in-houseor outsourced professionals? How and when will this happen and what information can they share?
- Intellectual property rights assignment.
- Physical property rights: Hardware, CDs or other physical materials.
- Ancillaries: Such as scheduled meetings or phone/email support.
- Procedure for changing scope of work agreement during the life of the project.
Payments & Milestones
Milestones are an important part of work agreements that are often overlooked. These are the dates certain aspects of the project are to be completed, with corresponding payments. This is especially important in SEO, as it is an ongoing process.
Whether a provider can guarantee results is a point of contention in the SEO world; you will find some who offer a guarantee, while others say it’s impossible and steer clear. However, milestones can be based on deliverables and not results. The point is to outline clear dates by which certain aspects of the project will be completed and how the success of each step will be measured.
Payment terms must be clear and include amounts, dates, conditions where applicable, discounts, penalties, and method of payment.
This is an important consideration for most companies.
- What type of information can the SEO provider share about your company or project and with whom?
- Can they include your work in their portfolio, whether redacted or in full?
- Are you willing to act as a reference for them?
You may choose to use a separate non-disclosure agreement if you already have one.
If, despite all of your careful planning, a dispute arises, it’s important to have a clear process for managing and resolving it.
The dispute resolution section of your work agreement with a SEO provider should contain clear instructions for voicing a complaint, with method of contact and a timeline for response by the other party.
- If you're unable to come to an agreement, what are the next steps?
- Will you use a mediator, take legal action, leave online reviews?
All of this needs to be covered ahead of time because as much as we try, things just don’t work out sometimes. A dispute resolution policy can help prevent problems from spiraling out of control and degenerating into a public argument that can harm both parties (especially true in the online world).
SEO is serious business; the benefits can be massive, but so can the risks. You are giving someone the keys to your online business and reputation in the hopes their work will increase your visibility and profitability. As with any other type of business service, the risks are manageable and you shouldn’t avoid SEO because of them.
Legal considerations could include (but are certainly not limited to):
- The nature of the working relationship (work-for-hire, independent contractor, in-house or remote)
- Income tax or any benefits
- Process for legal recourse
Large SEO contracts may require specific legal advice for each new project. Smaller companies still need to work with a lawyer to make sure they are legally protected as much as possible, even if that means having one all-encompassing contract done up that could apply to most of your SEO buying needs. There may be some overlap in sections but it’s better to have as many eventualities covered as possible.
Meet Your Favorite Search Engine Watch Contributors
Many of SEW's leading expert contributors will be at ClickZ Live, the new online and digital marketing event kicking off in New York (March 31-April 3). Hear from the likes of: Thom Craver, Josh Braaten, Lisa Barone, Simon Heseltine, Josh McCoy, Lisa Raehsler, Greg Jarboe, Dan Cristo, Joseph Kerschbaum, John Gagnon, Eric Enge and more!