Volacci SEO/SEM Contract

Here is our typical Search Engine Marketing contract as of January, 2009. Please note that our actual contract is updated and revised on a regular basis and may differ from this example. Please read all contracts carefully before signing.

Search Engine Optimization Agreement
between
Volacci Corporation
and
______________________________

ARTICLE 1: PARTIES AND TERM OF CONTRACT
1.01. This Independent Contractor Agreement is entered into by and between Volacci Corporation, a Texas Corporation, with its principal office located at 2541 S. IH-35, Suite 200-314, Round Rock, TX 78664 and primary phone number of (512) 989-2945 (hereinafter "Volacci"), and _________________________, a ________________ ____________________, with its principal office at ______________________________________________ and primary phone number of ________________________ (hereinafter "Client"). This Agreement becomes effective on the signing date below.

ARTICLE 2: SERVICES TO BE PERFORMED BY VOLACCI
2.01. Volacci agrees to provide Search Engine Optimization (SEO) and/or Search Engine Marketing (SEM) services for the duration of the Agreement.
2.02. Volacci, an independent contractor under this Agreement, will determine the details, methods, and means of performing the contracted services.
2.03. Volacci enters into this Agreement as an independent contractor, and will remain an independent contractor throughout the term of this Agreement. Volacci agrees that it is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect.
2.04. Volacci may use any agents, employees and/or subcontractors as it deems necessary to perform the services provided under this Agreement. Client shall not control, direct, or supervise Volacci's agents, employees and/or subcontractors in the performance of its services under this Agreement. Volacci shall solely be responsible for any and all payment or other obligations to all third party agents, employees and/or subcontractors, and Client shall have no responsibility for any payment or other obligations to such third party agents, employees and/or subcontractors.
2.06. Warranty: Volacci warrants and promises that all services performed hereunder, whether by it or by its agents, employees and/or subcontractors, will be performed in a good and workmanlike manner.
2.07. RELEASE AND HOLD HARMLESS AGREEMENT:

CLIENT SHALL HOLD HARMLESS AND RELEASE VOLACCI FROM ANY AND ALL LIABILTY RESULTING FROM THE ACTS, CONDUCT, OR OMISSIONS OF CLIENT, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES.

LIKEWISE, VOLACCI SHALL HOLD HARMLESS AND RELEASE CLIENT FROM ANY AND ALL LIABILITY RESULTING FROM THE ACTS, CONDUCT, OR OMISSIONS OF VOLACCI, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES.

EACH PARTY’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCLUDING PERSONAL INJURY, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, SHALL BE LIMITED TO NO MORE THAN THE TOTAL AMOUNTS PAYABLE TO VOLACCI UNDER THIS AGREEMENT IN ONE MONTH.

ARTICLE 3: NOTICES
3.01. Notices: Any notice given in connection with this Agreement shall be given in writing and delivered either by hand to the party or by certified mail, return receipt requested to the party at that party’s address stated at the top of this Agreement, or by email. Any party may change its notice address by giving notice of the change in accordance with this section.

ARTICLE 4: TERM AND TERMINATION
4.01. Term: This Agreement shall commence on the date hereof and shall continue for a period of one (1) year. Thereafter, services shall continue on a month-to-month basis until terminated.
4.02. Termination: After the first 90 days, either party may terminate this agreement at any time with 30 days written notice. In the event of termination, Volacci will complete 30 more days of work and then cease all activities on behalf of Client. Client agrees to pay Volacci in full for all amounts due prior to termination including the 30-day termination period.

ARTICLE 5: ARBITRATION AGREEMENT
5.01. CLIENT AND VOLACCI AGREE TO RESOLVE ANY AND ALL DISPUTES ARISING OUT OF THIS AGREEMENT, OR THE REFUSAL TO PERFORM THE WHOLE OR ANY PART THEREOF, THROUGH BINDING ARBITRATION ADMINISTERED BY THE CENTRAL TEXAS BETTER BUSINESS BUREAU IN ACCORDANCE WITH THE BETTER BUSINESS BUREAU RULES OF BINDING ARBITRATION FOR DISPUTES SUBJECT TO PRE-DISPUTE BINDING ARBITRATION CLAUSES. SAID RULES OF BINDING ARBITRATION CAN BE FOUND ON THE WEBSITE OF THE BETTER BUSINESS BUREAU AT http://www.bbb.org.

ARTICLE 6: PLAN & COMPENSATION
6.01 The SEO Plan for this agreement will be the _______________ plan at $_________ per month.
6.02 The Paid Search Plan for this agreement cover up to ______ keywords at $_________ per month.
6.03 Additional work to be performed: ________________________________ at $________ per _________.
6.04. As compensation for the services rendered by Volacci under this agreement, Client shall
A. Pay Volacci $_________ as a setup fee on the launch date of the project.
B. Prepay Volacci $________ at the beginning of each month for the coming month’s services. The first month of services will be prorated. Fees may be adjusted according to the pricelist provided with 30 days written notice.
6.05. Client agrees that all payments due to Volacci under this Agreement shall be made to Volacci via Client’s credit or debit card. Card information will be provided to Volacci upon signing this agreement.
6.06. Client does | does not (check one) agree that Volacci may promote Client’s website using Client’s name, logo, or likeness on Volacci.com, case studies, testimonials, podcasts and other written or electronic mediums.
6.07. Client does | does not (check one) agree to a reciprocal link between client’s website and Volacci.com.

ARTICLE 7: BUSINESS EXPENSES
7.01. Client shall reimburse Volacci for expenses actually incurred that are APPROVED VIA EMAIL OR IN WRITING BY CLIENT on a case-by-case basis. Volacci shall furnish Client with a detailed account, supported by actual receipts, showing the date, location and actual expense incurred, and, if required, the business necessity thereof. Client shall pay said expenses on a monthly basis or shall authorize Volacci to charge any such expenses to Client’s credit card.

ARTICLE 8: GENERAL PROVISIONS
8.01. Entire Agreement: This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter of this Agreement, and contains all of the covenants and agreements between the parties with respect to the subject matter of this Agreement. Each party to this Agreement acknowledges that no written, oral or other representations, inducements, promises, or agreements, have been made by either party to this Agreement, or anyone acting on behalf of either party to this Agreement, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party, except that any other written agreement dated concurrently with or after this Agreement shall be valid as between the signing parties thereto.
8.02. Modifications: Any modification of this Agreement will be effective only if it is in writing and signed by both parties.
8.03. Waiver: The failure of either party to insist on strict compliance with any of the terms, promises, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, promise, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any time be deemed a waiver or relinquishment of that right or power for any other times.
8.04. Partial Invalidity: If any provision in this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
8.05. Choice of Law: This Agreement shall be governed by the laws of the State of Texas.

This Agreement is executed in the City of Austin, Travis County, State of Texas on this _____ day of _______________________, 20___.

Client: __________________ Signature: _____________________________________________________

Printed Name: ____________________ Title: _______________

for Volacci Corporation Signature: _________________________________________________________

Printed Name: Benjamin Finklea Title: CEO