SEO Contract Template

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's advertising accounts, analytics platforms, email lists, and other systems required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the advertising policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, SEARCH RANKINGS, ENGAGEMENT RATES, OR ROI FROM THE SERVICES.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, keyword research, campaign strategies, methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

5.1 Access Grant. Client shall grant Your name / business name user-level access (not administrative ownership) to the platforms listed in Exhibit A ("Access Request List") within 3 business days of the Effective Date. Access shall be granted by adding Your name / business name as a named user or manager role within each platform's native access-management system; Client shall not share primary login credentials or passwords. 5.2 Account Ownership. All accounts, profiles, pixels, properties, and associated data are and remain the sole property of Client. Agency's access rights are limited to the scope necessary to perform the Services. 5.3 Credential Management. All platform credentials shared between the parties must be transmitted and stored exclusively through Designated Credential Manager (e.g., 1Password, Bitwarden) ("Designated Credential Manager") or such other credential-management system as the parties designate in writing. Neither party shall transmit credentials via personal email, SMS, or unencrypted messaging applications. Agency shall maintain a current access log identifying all Agency personnel with access to Client platforms and shall provide that log to Client within 3 business days upon written request. 5.4 Multi-Factor Authentication (MFA). Where a platform supports MFA, Agency shall maintain MFA on all Agency-held access credentials throughout the term. Upon transition or termination, Agency shall cooperate with Client's MFA handoff procedure, including: (a) initiating transfer of authenticator app tokens to Client-designated accounts; (b) providing backup codes in escrow through the Designated Credential Manager; and (c) confirming in writing within 5 business days that all MFA tokens have been transferred or revoked. 5.5 Termination Sequencing. Upon expiration or termination of this Agreement or any SOW, the following sequence applies: (a) Agency shall deliver the Transition Package (as defined in Section Transition Assistance Section Reference) to Client within 10 business days of the termination notice; (b) Client shall confirm receipt of the Transition Package in writing within 3 business days; (c) Client shall revoke Agency's access to all platforms within 3 business days of confirming receipt of the Transition Package. Agency's access obligations under any SLA continue until access is revoked under step (c). Agency is not liable for platform events occurring after revocation. 5.6 Credential Breach Liability. If Agency-stored credentials are compromised due to a security incident at Agency (including a breach of Agency's systems, credential manager, or personnel), Agency shall (a) notify Client within 2 hours of discovery; (b) cooperate in immediately revoking and rotating affected credentials; and (c) indemnify Client for reasonable, documented costs directly caused by the breach, up to Credential Breach Liability Cap ($). This liability cap does not apply to breaches caused by Agency's gross negligence or willful misconduct.

6.1 Client Obligations. Client acknowledges that successful delivery of the Services depends on Client's active and timely cooperation. Client shall, throughout the Term: (a) designate a primary contact ("Client Contact") with authority to approve content, provide assets, and bind Client on day-to-day operational matters — identified in the Order Form as Client Primary Contact Name, Client Approval Contact Email; (b) respond to requests for information, approvals, content, assets, or feedback within 5 business days of Agency's written request (email sufficient). 6.2 Delay Consequences — Timeline Toll. If Client fails to respond or deliver required materials within the timeframe in Section 6.1(b), all downstream project deadlines and milestone dates will automatically toll on a day-for-day basis for each business day of Client-caused delay. Agency will notify Client in writing within 2 business days of any such delay triggering a timeline adjustment. 6.3 Delay Consequences — Fee Adjustment. If a Client-caused delay under Section 6.1(b) exceeds Delay Days Triggering Scope Change cumulative business days in any 30-day period, Agency may treat the resulting additional work (re-briefing, rework, strategy adjustment) as an out-of-scope change and issue a Change Order. Additional fees under a Change Order triggered by Client delay shall not exceed 5% of the applicable SOW value without Client's written approval. 6.4 Deemed Approval. If Client fails to provide written approval or written objection to a delivered item within 5 business days of Agency's written request for approval, the item will be deemed approved for purposes of proceeding to the next stage. Deemed approval does not waive Client's right to request revisions within any revision window specified in this Agreement. 6.5 Right to Invoice Despite Blockage. If Agency has completed a stage or deliverable that is ready for Client review and Client's delay in reviewing or approving prevents Agency from issuing a scheduled milestone invoice, Agency may issue that invoice when the deliverable is submitted, regardless of whether Client has provided approval. Payment terms run from the invoice date, not from the approval date. 6.6 Right to Suspend. If a Client-caused delay exceeds 10 cumulative business days, Agency may, on 5 business days' written notice, suspend all active work under the affected SOW. During suspension: (a) all timelines and deadlines toll; (b) Agency's obligations under any SLA or response-time commitment are suspended; and (c) Agency will not accrue liability for non-performance. Suspension does not constitute termination and does not trigger the kill fee under Section Kill Fee Section Reference unless Agency affirmatively elects to terminate following an unremedied suspension period exceeding 30 additional days.

9. Reporting Cadence, Format & Contacts 7.1 Standard Monthly Report. Your name / business name shall deliver a written performance report to Report Recipient Name at Report Recipient Email no later than the 5 business day of each calendar month covering the prior calendar month ("Monthly Report"). Each Monthly Report shall include, at minimum: (a) a summary of work completed during the reporting period; (b) performance data for the KPIs identified in Exhibit B, compared against the baseline and prior-period actuals; (c) material platform or algorithm changes observed during the period and their assessed impact; (d) a description of planned activities for the upcoming month; and (e) any outstanding action items assigned to Client. 7.2 Report Format. Reports shall be delivered in Report Format (e.g., PDF, Looker Studio) format (e.g., PDF, Google Data Studio / Looker Studio link, Excel). If delivery is via a live dashboard, Your name / business name shall also deliver a static PDF snapshot of the dashboard data as of the report date. 7.3 Strategy Call Cadence. The parties shall hold a strategy call of no less than 60 minutes on a Strategy Call Frequency (e.g., monthly, bi-weekly) basis. Calls shall be scheduled by mutual agreement using Scheduling Tool (e.g., Calendly, Google Meet). Your name / business name's account manager, Agency Account Manager Name, shall attend all scheduled strategy calls unless illness or emergency prevents attendance, in which case Your name / business name shall designate an equally qualified substitute and provide 24 hours' advance notice. 7.4 Designated Contacts. | Party | Role | Name | Email | Phone | |---|---|---|---|---| | Your name / business name | Account Manager | Agency Account Manager Name | Agency Account Manager Email | Agency Account Manager Phone | | Client | Primary Contact | Client Primary Contact Name | Client Approval Contact Email | Client Primary Contact Phone | Either party may change its designated contact by providing 5 business days' written notice to the other party. 7.5 Reporting Disputes. If Client disputes the accuracy of any reported metric, Client shall notify Your name / business name in writing within 30 business days of report delivery, specifying the disputed data point and the basis for the dispute. The parties shall use good faith efforts to resolve the dispute within 10 business days. Failure to raise a dispute within the specified window constitutes acceptance of the reported data for contractual purposes.

13. No Guarantee of Results 8.1 Disclaimer of Outcome Warranties. DIGITAL MARKETING RESULTS ARE INHERENTLY VARIABLE AND SUBJECT TO FACTORS OUTSIDE Your name / business name (uppercase render)'S CONTROL. Your name / business name MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SERVICES WILL ACHIEVE ANY PARTICULAR: (a) SEARCH ENGINE RANKING POSITION FOR ANY KEYWORD; (b) VOLUME OF WEBSITE TRAFFIC, LEADS, OR CONVERSIONS; (c) RETURN ON AD SPEND (ROAS) OR COST PER LEAD (CPL); (d) FOLLOWER COUNT, REACH, IMPRESSIONS, OR ENGAGEMENT RATE; (e) EMAIL OPEN RATE, CLICK-THROUGH RATE, OR REVENUE ATTRIBUTABLE TO EMAIL CAMPAIGNS; OR (f) REVENUE, PROFIT MARGIN, OR BUSINESS OUTCOME OF ANY KIND. 8.2 Process Warranty. Notwithstanding Section 8.1, Your name / business name warrants that: (a) the Services will be performed by qualified professionals using reasonable skill and care consistent with generally accepted industry practices; (b) Your name / business name will apply documented methodologies and best-practice frameworks appropriate to the Services; and (c) Your name / business name will not knowingly implement tactics that violate applicable platform terms of service or applicable law. 8.3 Third-Party Platforms. Client acknowledges that the Services depend in part on third-party platforms (including without limitation Google Search, Meta, LinkedIn, TikTok, and other social networks) whose algorithms, policies, and auction dynamics are proprietary, subject to unannounced change, and entirely outside Your name / business name's control. Your name / business name shall not be liable for any loss of rankings, visibility, ad delivery, or account access resulting from a platform-initiated change, policy update, or algorithmic adjustment. 8.4 FTC Advertising Substantiation. Any performance projections, case studies, or estimates provided by Your name / business name in proposals, pitch materials, or strategy documents are based on historical data and reasonable professional judgment. They are illustrative only and do not constitute guarantees. Client shall not instruct Your name / business name to publish advertising claims on Client's behalf that Client cannot substantiate with competent and reliable evidence as required under applicable FTC guidelines. 8.5 Exit Clause — Performance Shortfall. If the parties have included a Performance Trigger Exit clause in the Order Form, Client may invoke its rights under that clause solely in accordance with the terms stated therein, which constitutes the exclusive remedy for performance shortfall under this Agreement.

14. Platform Policy & De-Platforming Risk Disclaimer 9.1 General Platform Risk Disclaimer. Client acknowledges that the success and continuity of the Services depend on the ongoing availability and terms of third-party platforms. Platform operators may at any time, without notice, modify their terms of service, restrict account features, suspend or terminate accounts, reject advertising content, reduce organic reach, alter ranking algorithms, or discontinue products or APIs that Your name / business name uses to provide the Services. Your name / business name shall not be liable for any loss, expense, or opportunity cost resulting from any such platform-initiated action. 9.2 Shared Platform Compliance Obligation. Both parties shall comply with the then-current terms of service of each platform used in connection with the Services. Client shall ensure that Client's website, products, services, and advertising claims comply with applicable platform advertising policies. Your name / business name shall not implement tactics that Your name / business name knows to be in violation of current platform terms. Each party shall promptly notify the other upon becoming aware of any platform policy violation that could affect the Services. 9.3 Account Suspension Response SLA. In the event of an account suspension, ad account ban, or material platform penalty affecting the Services, Your name / business name shall: (a) notify Client in writing within 24 hours of becoming aware of the suspension; (b) investigate the cause and provide a preliminary written assessment within 5 business days; and (c) submit an appeal or remediation request to the platform within 10 business days if, in Your name / business name's professional judgment, an appeal is viable. Your name / business name does not guarantee reinstatement and shall not be liable if a platform declines to reinstate a suspended account. 9.4 Policy Change as Material Change. If a platform implements a policy change that, in Your name / business name's professional judgment, materially affects the strategy, deliverables, or expected outcomes of the Services, Your name / business name shall notify Client in writing within 10 business days. The parties shall then negotiate in good faith an amendment to the Statement of Work to reflect the changed operating environment. If the parties cannot agree on an amended scope within 5 business days, either party may terminate the affected Service line on 30 days' written notice without penalty. 9.5 High-Risk Industry Carve-Out. If Client's business operates in a category that platforms designate as restricted or requiring special authorization — including without limitation financial services, healthcare and pharmaceuticals, cannabis, gambling, adult content, or political advertising — Client represents and warrants that it holds all required platform certifications and authorizations. Client shall promptly provide evidence of such authorizations upon Your name / business name's request. Your name / business name shall not be responsible for ad delivery failures or account suspensions arising from Client's failure to maintain required platform certifications.

POST-TERMINATION CONTENT AND CAMPAIGN MANAGEMENT (a) Live Content Inventory. No later than 10 business days before the effective termination date (or, if termination is immediate, within 5 business days after notice of termination), Your name / business name will provide Client name / business name with a written inventory of all live content, active advertising campaigns, scheduled posts, live email sequences, and automated workflows created or managed by Your name / business name under this Agreement ("Live Content Inventory"). (b) Transition Period. Beginning on the termination date and continuing for up to 30 calendar days (the "Transition Period"), Your name / business name will cooperate with Client name / business name to transfer control of or access to: (i) all active advertising accounts and campaigns to Client name / business name or Client name / business name's designated successor agency; (ii) all content management systems, social media accounts, and posting tools to which Your name / business name has administrative access; (iii) all email service provider accounts and active automations; and (iv) all analytics and reporting platform access. (c) Client's Removal Obligation. Client name / business name is responsible for deciding which live content to remove, archive, or continue. Client name / business name will designate a responsible person ("Content Owner") within 3 business days of receiving the Live Content Inventory and will direct all removal and transfer decisions. (d) Agency's Removal Right. If Client name / business name fails to take control of a live campaign within the Transition Period, Your name / business name may (but is not obligated to) pause or deactivate any active paid advertising campaigns to prevent further ad spend on Client name / business name's account. Your name / business name will not be liable for any business impact of such pausing if it acts in good faith to prevent ongoing unauthorized spend. (e) Unpaid-For Content. If Client name / business name owes Your name / business name any outstanding fees at the time of termination, Your name / business name's obligation to cooperate in Section (b) is conditioned on Client name / business name paying the outstanding balance or entering into a written payment arrangement. Your name / business name may withhold transfer of materials (other than Client name / business name's pre-existing assets and account credentials) until payment is received or arranged. (f) Platform Limitations. Your name / business name's obligations under this Section are limited to the extent that platform technical controls permit. Your name / business name is not responsible for content that cannot be removed or transferred due to third-party platform restrictions, provided Your name / business name makes reasonable efforts to achieve the transfer. (g) Survival. This Section survives termination or expiration of this Agreement for the duration of the Transition Period.

The monthly retainer fee of Monthly Retainer Fee (USD) covers up to Included Units per Month (e.g., 40) Unit Type (e.g., hours / deliverables) per calendar month (the "Monthly Cap"). Work in excess of the Monthly Cap ("Overage") will be billed at Overage Rate (e.g., $175) per Overage Unit (e.g., hour / deliverable). Agency will provide written notice to Client when cumulative usage in a given month reaches 80% of the Monthly Cap. Overage invoices are due within 7 days of the date of the overage notice. Client's failure to pay an Overage invoice within the cure period set forth in Section [Payment Timing, Failed Payment & Work Suspension] constitutes a material breach of this Agreement.

Unused capacity within a given calendar month does not automatically roll over to any subsequent month. Client acknowledges that the monthly retainer fee represents Agency's reservation of dedicated team capacity and is not a deposit against future deliverables. Agency's obligation to perform work is limited to the current billing cycle.

AUTO-RENEWAL AND CANCELLATION 1. Automatic Renewal. Unless either party provides written notice of non-renewal to the other party at least Non-Renewal Notice Period (days) days before the end of the then-current term (the "Notice Period"), this Agreement will automatically renew for a successive Renewal Term Length (e.g., 1 month, 1 year) term (each, a "Renewal Term") on the terms then in effect, subject to any price adjustment under Section 3 below. 2. Renewal Reminder (FTC Negative Option Compliance). Agency will deliver a written renewal reminder to Client no fewer than 75 days and no more than 30 days before the end of the then-current term. The reminder will clearly and conspicuously identify: (a) the upcoming renewal date; (b) the fee that will apply in the Renewal Term; (c) any price change from the current term; and (d) the exact steps Client must take to cancel before the renewal date, including the designated cancellation mechanism in Section 4. For annual plans, Agency will also send a mid-year reminder approximately 30 days before the renewal date. Failure to send the renewal reminder does not void the renewal but entitles Client to cancel within 7 days of the renewal date without a kill fee. 3. Renewal Pricing. The fee for any Renewal Term will be: (a) the same as the immediately preceding term, unless Agency provides written notice of a price change at least Price Change Notice Period (days) days before the renewal date; or (b) as adjusted pursuant to the price-escalation clause in Section Price-Escalation Clause Section Reference, if applicable. If both this Section and the price-escalation clause apply, the higher of the two resulting fees governs. Client's failure to cancel after receiving a compliant price-change notice constitutes acceptance of the new fee. 4. Cancellation Mechanism. Client may cancel this Agreement by: (a) sending written notice to Cancellation Email Address by email with confirmation of receipt; or (b) submitting a cancellation request through Cancellation Portal URL (if applicable). Cancellation is effective upon Agency's written confirmation, which Agency shall provide within 5 business days. Agency shall not require Client to speak with a retention representative as a prerequisite to processing a cancellation. 5. Symmetric Notice. The Non-Renewal Notice Period (days)-day notice period applies equally to both parties. Agency may decline to renew by providing the same notice to Client.

The initial term of this Agreement commences on Agreement Start Date and continues for a minimum of Minimum Term Length (e.g., three (3) months) (the "Initial Term") unless terminated earlier pursuant to the express provisions of this Agreement. During the Initial Term, neither party may terminate this Agreement for convenience. If Client terminates for convenience during the Initial Term, Client shall pay Agency an early-termination fee equal to Early Termination Fee (e.g., 50% of remaining monthly fees / $X flat) (the "Early Termination Fee"), which the parties agree is a reasonable pre-estimate of Agency's unrecovered onboarding investment and opportunity cost and is not a penalty. The Early Termination Fee is in addition to, and not in lieu of, any fees accrued and unpaid as of the termination date. Either party may terminate for cause during the Initial Term upon 10 days' written notice and an opportunity to cure a material breach.

Upon execution of this Agreement, Client shall pay Agency a non-refundable Engagement Fee of Engagement Fee Amount (USD) (the "Engagement Fee"). The Engagement Fee is earned by Agency in full upon receipt and constitutes compensation for the following specific consideration provided by Agency prior to and concurrent with receipt: (a) reserving and removing from the market the dedicated team capacity identified in Exhibit A for the duration of the Initial Term; (b) conducting the onboarding activities described in Exhibit E, including account audits, strategy development, access setup, and kickoff; and (c) foregoing other client engagements that would conflict with or diminish the quality of services provided to Client. The Engagement Fee is not a deposit held in trust, is not a retainer held for future application, and will not be credited against, deducted from, or otherwise offset against any monthly retainer invoice, unless expressly stated in the variant selected below. Client's obligation to pay the Engagement Fee arises at signing and is independent of whether Client ultimately commences or completes the engagement.

Monthly retainer fees are billed on the last day of each month in arrears ("Billing Day"). Payment is due within 30 days of the invoice date ("Due Date"). If Agency does not receive full payment by the Due Date, a late fee of 1.5% of the overdue amount per Late Fee Period (e.g., month) will accrue from the Due Date until paid in full; provided that the total annualized late fee will not exceed the maximum rate permitted by applicable law in the governing jurisdiction. If any payment remains unpaid for more than 10 days after the Due Date ("Default Date"), Agency may, upon written notice to Client, suspend all active services without liability to Client for any resulting harm, loss of performance, missed deadlines, or third-party obligations. Active services will not resume until Client pays (a) all past-due amounts, (b) all accrued late fees, and (c) a reactivation fee of Reactivation Fee (e.g., $500 or one month's retainer) to compensate Agency for the cost of restaffing and re-onboarding the account (the "Reactivation Fee"). If payment default continues for more than 30 days after the Default Date, Agency may terminate this Agreement for cause without Early Termination Fee and without further obligation to Client, while retaining all accrued fees and the Engagement Fee.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated advertising under the Lanham Act, the FTC Act, or any analogous law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's advertising platforms, analytics accounts, CRM systems, email service provider accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated advertising restrictions or platform-access bans); internet or telecommunications infrastructure failures (including platform-wide outages of Meta, Google, TikTok, or other major digital advertising platforms affecting substantially all advertisers); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in search-engine or social-media algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

22.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 22.2 M&A Exception. Notwithstanding Section 22.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 22.3 Void Assignment. Any purported assignment in violation of this Section is void. 22.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

23.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 23.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 23.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 23.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

25.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 25.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 25.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 25.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific marketing outcomes, search engine rankings, traffic volumes, or revenue results, and that any such representation made outside this Agreement is not binding on Provider.

26.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 26.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 26.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

27.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 27.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

10. KPI Definition, Baseline Measurement & Attribution Model 28.1 KPI Schedule. The specific key performance indicators ("KPIs") for which Your name / business name is accountable under this Agreement are set forth in Exhibit B ("KPI Schedule"), which is incorporated by reference. The KPI Schedule shall specify, for each KPI: (a) the metric name and definition; (b) the measurement tool and data source; (c) the baseline value; (d) the target value or target range; and (e) the measurement period. 28.2 Baseline Lock-In. Within Days After Effective Date to Complete Baseline Measurement business days of the Effective Date (the "Baseline Period"), Your name / business name shall measure and document the pre-engagement baseline value for each KPI using the tools and data sources specified in Exhibit B. The baseline values shall be recorded in a signed Baseline Confirmation ("Baseline Confirmation"), which shall be countersigned by Client within 5 business days. Once countersigned, the Baseline Confirmation shall govern all performance calculations under this Agreement and shall not be retroactively revised except by mutual written amendment. 28.3 Measurement Tools. Performance shall be measured exclusively using the tools identified in Exhibit B. Where conflicting data exists between tools, the tool designated as the "primary source" in Exhibit B shall govern. Your name / business name shall notify Client within 30 business days before making any change to a primary measurement tool, and the parties shall agree in writing on a data-continuity methodology before the change takes effect. 28.4 Attribution Model. All conversion and revenue attribution shall be calculated using the Attribution Model (e.g., last-click, data-driven, linear) attribution model as configured in Attribution Tool (e.g., Google Analytics 4). Client acknowledges that attribution methodology affects reported performance figures and agrees that the model specified herein shall be the exclusive basis for calculating any performance-based fees. Material changes to the attribution model require a written amendment signed by both parties. 28.5 Agency Control vs. External Factors. The KPI targets in Exhibit B represent Your name / business name's professionally informed projections based on the baseline data, competitive analysis, and planned activities as of the Effective Date. Client acknowledges that KPI outcomes are influenced by factors outside Your name / business name's control, including without limitation: search engine algorithm updates, platform policy changes, competitive activity, macroeconomic conditions, seasonality, Client-side conversion rate factors, product pricing, and website infrastructure. Failure to achieve a KPI target shall not constitute a breach of this Agreement absent a separate written performance guarantee. 28.6 Performance-Based Fee Trigger. If this Agreement includes a performance-based fee component as specified in the Order Form, such fees shall become payable only if and when: (a) the KPI specified as the performance trigger in the Order Form exceeds the threshold value specified therein; (b) the measurement is taken during the measurement window specified in the Order Form; and (c) the result is confirmed using the primary measurement tool in Exhibit B. Performance fees that are triggered shall be invoiced within 5 business days of the end of the applicable measurement period.

11. Third-Party Costs, Tool Pass-Throughs & Paid Placements 29.1 Bundled vs. Pass-Through Costs. The fees in the Order Form include only those third-party tool subscriptions and platform costs expressly listed as "Bundled" in Exhibit C ("Cost Schedule"). All other third-party costs are "Pass-Through Costs" and shall be billed to Client separately in accordance with this Section. 29.2 Pre-Approval Requirement. Except as provided in Section 29.3, Your name / business name shall obtain Client's prior written approval before incurring any single Pass-Through Cost exceeding Dollar Threshold Requiring Prior Approval or any series of related Pass-Through Costs expected to exceed Dollar Threshold Requiring Prior Approval in the aggregate within a calendar month. Your name / business name shall submit a brief written description of the proposed cost, its business purpose, and estimated amount to Client Approval Contact Email. Client shall respond within 5 business days; failure to respond constitutes approval. 29.3 Expedited Carve-Out. Your name / business name may incur Pass-Through Costs below Dollar Threshold for Expedited Carve-Out without prior approval if the cost is urgent (e.g., domain renewal, emergency CDN fee, critical plugin license), provided that Your name / business name notifies Client in writing within 24 hours of incurring the cost. This carve-out may not be used more than 3 times per calendar month. 29.4 Monthly Cap. Unless otherwise agreed in writing, Client's total Pass-Through Cost exposure (excluding paid advertising spend managed under a separate media order) shall not exceed Monthly Pass-Through Cost Cap (Excluding Ad Spend) per calendar month. If Your name / business name anticipates Pass-Through Costs will exceed this cap in a given month, it shall provide written notice and obtain approval before the excess is incurred. 29.5 Invoicing and Documentation. Pass-Through Costs shall be invoiced with supporting documentation (receipts, platform invoices, or screenshots of charges) attached. Your name / business name shall not mark up Pass-Through Costs beyond 15% above the actual third-party charge. Invoices for Pass-Through Costs shall be payable within 30 business days. 29.6 Paid Placement Disclosure. Where Your name / business name arranges or recommends any paid editorial placement, sponsored listing, paid link insertion, or native advertising on Client's behalf, Your name / business name shall: (a) disclose to Client in writing that the placement is paid before procurement; (b) ensure that any public-facing placement is clearly and conspicuously labeled as sponsored, paid, or advertising in compliance with FTC guidelines, 15 U.S.C. § 45, and the applicable platform's disclosure requirements; and (c) retain documentation of the disclosure for no less than 3 years. Client warrants that it has reviewed and approved all paid placement disclosures before publication. 29.7 Advertising Spend. Paid advertising spend (e.g., Google Ads, Meta Ads, programmatic buys) shall be governed by a separate media authorization in the Order Form or a standalone media addendum and is not subject to the Pass-Through Cost cap in Section 29.4.

DISCLAIMER OF RANKING GUARANTEES. Your name / business name makes no representation, warranty, or guarantee, express or implied, that the Services will achieve or maintain any specific ranking position on Google, Bing, or any other search engine, generate any minimum volume of organic traffic, or produce any specific revenue, lead, or conversion outcome. Search engine ranking algorithms are proprietary, change frequently, and are outside Your name / business name's control. Any projected rankings, traffic estimates, or performance benchmarks set forth in a Statement of Work or proposal are good-faith estimates only and do not constitute contractual commitments. Client name / business name acknowledges that SEO results are inherently uncertain and that past performance does not guarantee future results.

SEARCH ENGINE ALGORITHM CHANGES. Client name / business name acknowledges that Google, Bing, and other search engines modify their ranking algorithms and quality guidelines periodically and without advance notice. Such modifications may materially affect Client name / business name's organic search rankings, traffic, and visibility, regardless of the quality or volume of work performed by Your name / business name. Algorithm changes that produce a measurable adverse ranking impact are foreseeable industry events and shall not constitute a breach of this Agreement by Your name / business name, nor shall they entitle Client name / business name to a refund or fee reduction solely on that basis. Upon Your name / business name's detection or reasonable notification of a significant algorithm update, Your name / business name will notify Client name / business name within 3 business days and will propose a strategy adjustment plan within 10 business days thereafter. The parties will cooperate in good faith to implement revised tactics appropriate to the updated algorithm environment.

WHITE-HAT COMPLIANCE REPRESENTATION AND WARRANTY. Your name / business name represents and warrants that all Services performed under this Agreement will comply with (a) Google's Search Essentials (formerly Webmaster Guidelines), as published and updated at https://developers.google.com/search/docs/essentials; (b) Bing Webmaster Guidelines, as published and updated at https://www.bing.com/webmasters/help/webmaster-guidelines-30fba23a; and (c) the quality guidelines of any other search engine targeted under a Statement of Work (collectively, 'Search Engine Guidelines'). Without limiting the foregoing, Your name / business name represents and warrants that it will not, in connection with the Services: (i) create or acquire links through private blog networks (PBNs), link farms, link exchange schemes, or paid link placements that violate Search Engine Guidelines; (ii) engage in cloaking, hidden text, or hidden links; (iii) use automated query tools, rank-checking scrapers, or click-fraud bots in violation of search engine terms of service; (iv) create doorway pages, thin content, or AI-generated content deployed solely to manipulate rankings without independent editorial value; (v) engage in keyword stuffing or deceptive structured data markup; or (vi) use any other technique that is expressly prohibited by then-current Search Engine Guidelines. Your name / business name's breach of this Section shall constitute a material breach of this Agreement and shall entitle Client name / business name to terminate for cause pursuant to Section 10 and to seek indemnification pursuant to Section 18.

SEARCH ENGINE PENALTY ALLOCATION 1. Baseline Audit as Evidentiary Record. Prior to commencing substantive Services, Your name / business name will perform a technical and link-profile audit of Client name / business name's web properties (the "Baseline Audit"). The Baseline Audit shall be: (a) completed within 30 business days of the Effective Date; (b) delivered to Client in writing; (c) countersigned by both parties (or confirmed by Client's written acknowledgment) within 5 business days of delivery; and (d) attached as Exhibit SEO-1 to this Agreement. The signed Baseline Audit constitutes the definitive record of the SEO health of the properties as of the Commencement Date. Any Penalty, manual action, or algorithmic issue documented in Exhibit SEO-1 is conclusively deemed a Pre-Existing Condition. 2. Penalty Allocation. (a) Pre-Existing Penalties. Your name / business name shall not be responsible for any Penalty, or the cost of remediating any Penalty, that is documented in Exhibit SEO-1 or that arises from SEO practices implemented before the Commencement Date by Client name / business name or any prior service provider. (b) Agency-Caused Penalties. If a Penalty arises from work performed by Your name / business name after the Commencement Date and using practices not directed or approved by Client name / business name, the following consequences apply: (i) Cure Period: Your name / business name shall have 10 business days from discovery (or Client's written notice, whichever is earlier) to implement a remediation plan and submit it to the applicable search engine; (ii) Fee Abatement: If the Penalty has not been lifted within 7 days of the remediation plan submission, Your name / business name shall provide a fee abatement equal to 25% of the monthly retainer for each full calendar month during which the Penalty remains in place, up to a maximum of 6 months; (iii) Termination Right: If the Penalty has not been lifted within 30 days of the remediation plan submission, Client may terminate this Agreement for cause without a kill fee; (iv) Indemnification: Your name / business name shall indemnify Client for reasonable, documented costs of third-party penalty-removal services required because Agency failed to cure within the cure period, up to Third-Party Remediation Indemnification Cap ($). (c) Client-Directed Penalties. Your name / business name shall not be responsible for any Penalty resulting from practices implemented at Client's explicit written direction over Agency's written objection. 3. Bing / Microsoft Search. The allocation in Section 2 applies equally to manual actions, algorithmic filters, and de-indexation events issued through Microsoft Bing Webmaster Tools or other Microsoft Search properties. Agency will perform a corresponding Bing Webmaster Tools baseline check as part of the Baseline Audit. 4. Dispute Resolution. If the parties dispute whether a Penalty is Pre-Existing or Agency-caused, the signed Exhibit SEO-1 shall serve as the primary evidentiary baseline. If not resolved within 30 days, either party may invoke the dispute resolution procedure in Section 20.

BACKLINK OWNERSHIP AND POST-TERMINATION RIGHTS. (a) Link Retention. All backlinks, editorial placements, and link-building outreach relationships established by Your name / business name on behalf of Client name / business name during the Term are established for the benefit of Client name / business name's domain. Upon expiration or termination of this Agreement for any reason, Your name / business name shall not contact any linking website for the purpose of requesting removal of a link placed during the Term, and shall not instruct any third party to remove such links, except as required to remediate an agency-caused Penalty under Section 33 or at Client name / business name's written request. (b) Outreach Asset Delivery. Within 5 business days following termination or expiration, Your name / business name shall deliver to Client name / business name: (i) a complete link-acquisition log identifying each backlink acquired during the Term, including the linking domain, target URL, anchor text, acquisition date, and method; (ii) all outreach contact information and correspondence templates developed by Your name / business name in connection with the Services; and (iii) any disavow file in effect as of the termination date, in Google-compatible format. (c) Toxic Link Disavowal Responsibility Post-Termination. If, after termination, Client name / business name requires a disavow file update in connection with links that were placed by Your name / business name during the Term, Your name / business name shall, upon Client name / business name's written request received within 14 days of termination, provide reasonable documentation to assist Client name / business name in identifying such links. Your name / business name's obligation under this subsection shall not require Your name / business name to take affirmative remediation steps post-termination unless the need for disavowal arises from Your name / business name's breach of its white-hat compliance obligations under Section 32. (d) PBN and Non-Standard Link Disclosure. If any link placed by Your name / business name during the Term was acquired through a private blog network, sponsored placement, or any arrangement that is subject to disclosure obligations under Search Engine Guidelines, Your name / business name shall disclose this to Client name / business name in writing no later than the outreach asset delivery required under subsection (b).