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Use the SEO Services Contract if you are providing SEO (Search Engine Optimization) services for clients and allowing other companies to resell your services. This agreement is between the SEO service provider and the company who will be reselling those services.
Document Length: 6 Pages
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Alternate documents are those which may be used instead of this document depending on your situation. Alternate documents may be better suited for different size projects, more specialized projects, variations on rights, etc.

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Related documents may be used in conjunction with this document depending on your situation. Many related documents are intended for use as part of a contract management system.

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SEO Services Reseller Contract
Disclaimers: Proposal Kit, Inc. makes no warranty and accepts no responsibility for suitability of any materials to licensees business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for results obtained. Information included is not legal advice. Use of any supplied materials constitutes acceptance and understanding of these disclaimers.

Writing the SEO Services Reseller Contract document

SEARCH ENGINE OPTIMIZATION RESELLER SERVICES AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Customer Recitals A. Company has experience and expertise in the development of Search Engine Optimization SEO Strategies for Web Pages Web Sites and other Services. B. Customer desires to resell Company Search Engine Optimization Strategies custom programming keyword optimization and other SEO services as well as engage Company to help create and develop custom SEO strategies according to the terms listed on Exhibit attached hereto. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Company hereby agree as follows. 1. Right to Resell. Subject to the terms and conditions of this Agreement Company grants the Customer non exclusive right to resell its SEO products and services to the Customers clients.

2. Representation. The Customer shall maintain sales office for product and service promotion and is responsible for all costs incurred for the promotion and sale of Company products and services. The Customer shall conduct business in its own name and shall not represent itself as an employee or agent of the Company. Prospects may be registered with the Company and will be protected for ninety days. This protection may be renewed at the Companys discretion for further ninety days. 3. End User Pricing. End User pricing for SEO products and services provided by Company and Customer Compensation is outlined on Exhibit attached and is subject to change at the sole discretion of the Company. 3. 1. Compensation. Terms of payment are C. O. D. unless credit approval has been granted by the Company. If credit approval has been granted credit terms are net days upon receipt of invoice. The Company reserves the right to revoke any credit extended if payment is in arrears or delinquent for more than thirty days.

4. Services Provided. SEO services are intended to provide Customer with preferential positioning in selected search engines and report results on an ongoing and timely basis. SEO services may include but are not limited to. 4 Keyword Selection. Company will provide comprehensive list of Insert Keyword and Phrases Count keywords and phrases relevant to the desired search terms for Customers client. Customer will conduct an initial interview with Customers client to ascertain the initial starting list of keywords and target phrases. Company shall conduct its own research and provide to Customer an expanded list of potential keywords to present to Customers client. 4 Web Page Creation Edits and Custom Programming. Company will create or edit existing Web Pages to include Custom HTML tags content text or other elements as deemed necessary by Company in order to aid submissions to selected search engines and directories. Company will register Insert Domains to be Registered Count additional domains to be used as gateways to improve SEO services. Registration shall be in Customers name and schedule of fees for maintaining the additional domains shall be billed to Customer accordingly.

Company will create Insert Web Page Count additional Web Pages for the purpose of targeting specific agreed upon keywords or phrase searches relevant to Customers Web Site. These Web Pages will be placed in locations determined to be most effective and at Companys sole discretion. Company may employ proprietary positioning techniques coding and other resources as it deems necessary to improve Customers positioning. Company reserves the right to create specially coded Web Pages to prevent competitors from copying code or any resources employed by Company. 4 Software. Company will install update upgrade and configure software packages the Installation or the Software as required by the Specifications and provide documentation and instructions to Customer on using all Software installed by Company. Company shall provide hours hours of training to Customer and turn over all disks CD ROMs digital media downloads links or other Software purchased for Customer under this Agreement to Customer. Company shall not be responsible for keeping copies back ups or any other form of the Software after turning over the original copies to Customer. Company will not maintain the Installation updates or any daily tasks required for the maintenance of the Software under this Agreement unless otherwise specified in Exhibit B. Company will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to Customer upon execution of this Agreement. 4 Services.

Company will individually submit Customers Web Pages to the search engines and directories as stated in the Specifications. Insert services related to paid inclusion programs and other disclaimers if used. Company will create custom reports for traffic and positioning of Customers Web Site Web Pages and any additional Web Sites or custom Web Pages created by Company under this Agreement. Company will provide detailed reports as required by the Specifications and shall endeavor to provide the reports to Customer in timely manner. Customer acknowledges that any reports provided by Company are to be considered estimates based on industry standard reporting software and techniques and shall never be construed as an exact counting of each and every submission. Insert exclusions to reporting and other disclaimers if any. Company will provide editing services and continue to adjust all Web Pages keywords and other media created under this Agreement for period of days days in order to increase the effectiveness of SEO services. Insert exclusions to editing services and other disclaimers if any. Company will create and employ the following third party tools for Customer.

Insert specifics including number of keywords pay per click engines maximum bids etc. Insert additional services to be performed for Customer under this Agreement if any. Company will develop and maintain regular monitoring and reporting on search engine placement and SEO performance. Reports will be provided to Customer on Insert Frequency of Reporting weekly monthly quarterly basis. Customer acknowledges the following with respect to services. a Company accepts no responsibility for policies of third party search engines directories or other Web Sites Third Party Resources that Company may submit to with respect to the classification or type of content it accepts whether now or in the future. Customers Web Site or content may be excluded or banned from any Third Party Resource at any time. Customer agrees not to hold Company responsible for any liability or actions taken by Third Party Resources under this Agreement. b Customer acknowledges that due to their nature many of the resources Company may employ under this Agreement are competitive in nature. Company does not guarantee #1 positions consistent positioning top positions or guaranteed placement for any particular keyword phrase or search term. Customer acknowledges that Companys past performance is not indicative of any future results Customer may experience. c Customer acknowledges that SEO and submissions to search engines and directories can take an indefinite amount of time for inclusion unless paid inclusion programs are employed. Each edit or change made to any resources employed by Company will repeat these inclusion times.

d Customer acknowledges that any of the search engines directories or other resources may block prevent or otherwise stop accepting submissions for an indefinite period of time. e Customer acknowledges that search engines may drop listings from its database for no apparent or predictable reason. Company shall re submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used. f Company will endeavor to make every effort to keep Customer informed of any changes that Company is made aware of that impact any of the SEO Services and the execution thereof under this Agreement. Customer acknowledges that Company may not become aware of changes to Third Party Resources industry changes or any other changes that may or may not affect SEO services. g Customer acknowledges that some of the Third Party Resources only offer paid inclusion programs that require fee or continued maintenance or performance fees. Customer is solely responsible for all paid inclusion fees and must maintain adequate funds in any third party accounts in order to maintain inclusion in these resources. Consult Exhibit for complete list of Third Party Resources employed under this Agreement and an estimate of fees for specific keywords and other listings. h Company reserves the exclusive right for the duration of this Agreement to approve or disapprove any design strategies existing code or other techniques whether requested by Customer or presently employed by Customer that are considered by Company to be detrimental to SEO and to the execution of Companys services under this Agreement. i Insert Copyright restrictions including whether Company Customer or Customers clients e. g. any third party retain copyright to the SEO pages keyword lists reports content or any other items created or rendered as service under this Agreement. j Any domain name registered on Customers behalf will be made in Customers name for both the billing and administrative contacts. The technical contact is generally required to be the hosting ISP or Domain Registrar. Customer is responsible for renewing all Customer domain names. Customer Domain Names shall mean all domains requested in writing to be registered by Company for the Customer. During the term of this Agreement Company may register its own domain names for its use in fulfilling its duties and obligations. All domain names registered by Company for Company use under this Agreement shall remain the rightful property of the Company. 5. Non Disclosure.

Proprietary Information exchanged here forth shall be treated as such by the Customer and held in the strictest confidence. This information shall include but not be limited to the provisions outlined in this Agreement SEO product and services information pricing source code company practices methodology and procedures SEO strategies techniques and all other practices deemed by the Company to be considered proprietary and or confidential information. The Customer further agrees to not distribute decompose disassemble decode or reverse engineer any Company program delivered to the Customer or any portion thereof without prior written approval of the Company. 6. Transfer of Rights. The Customer may not assign or transfer this Agreement in whole or in part without the prior written consent of the Company. In the event that the Customer contemplates whole or partial sale of its business ownership change or change in its jurisdiction the Customer shall notify the Company by mail facsimile or email no less than sixty days prior to the effective date of the event. 7. Term of Agreement. The term of this Agreement is twelve months from the date of execution by the Company. This Agreement shall be continuously renewed every twelve months unless the Customer notifies the Company in writing thirty days prior to the expiration date.

8. Termination. The Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events. failure to comply with any provisions of the Agreement upon receipt of written notice to the Customer from the Company of said failure appointment of Receiver or upon the filing of any application by the Customer seeking relief from creditors upon mutual agreement in writing of the Company and Customer. 9. Disputes. If legal proceedings are commenced to resolve dispute arising out of or relating to this Agreement the prevailing party shall be entitled to recover all costs legal fees and expert witness fees as well as any costs or legal fees in connection with any appeals. 10. Indemnification. The Customer shall indemnify and hold the Company harmless from and against any and all claims judgments awards costs expenses damages and liabilities including reasonable attorney fees of whatsoever kind and nature that may be asserted granted or imposed against the Company directly or indirectly arising from or in connection with Customers marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by the Customer. 11. Limited Warranty. The Company warrants that the product will substantially perform the functions or generally conform to the specifications published by the Company for the product. If it is determined that the product does not operate according to such documentation the Companys only responsibility will be to use reasonable efforts consistent with industry standards to correct the defect. 12. Force Majeure.

Writing the Breach of Contract Notification Form document (alternate or related contract document)

GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address

city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action.

Thank you in advance for your immediate attention to this matter. Sincerely first name last name job title

Writing the Contract Dissolution Agreement document (alternate or related contract document)

PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here

b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications

b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of

Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.

a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.

8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Consultant Initials

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