SEO Proposal Sample

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.

10. KPI Definition, Baseline Measurement & Attribution Model 10.1 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. 10.2 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. 10.3 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. 10.4 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. 10.5 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. 10.6 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 11.1 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. 11.2 Pre-Approval Requirement. Except as provided in Section 11.3, 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. 11.3 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. 11.4 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. 11.5 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. 11.6 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. 11.7 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 11.4.

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 Termination-for-Convenience Section Reference and to seek indemnification pursuant to Section Indemnification Section Number.

Revision Rounds. Agency shall provide up to 2 round(s) of revisions per content deliverable at no additional charge. A "revision round" means one consolidated set of written feedback submitted by Client following Agency's delivery of a draft, and Agency's incorporation of that feedback into a revised draft. Additional revision rounds beyond the included number shall be billed at Additional Revision Rate (per round or flat fee) per round or per hour, as specified in the applicable Statement of Work. Client shall submit revision requests within 5 business days of receiving each draft; failure to submit within that window shall be deemed acceptance of the draft as delivered.