Whether you’re a search engine marketer or a business owner who pays for SEM to be done, a written SEM contract is important for protecting your legal rights while reducing the likelihood of misunderstandings that lead to nonperformance and lawsuits for breach of contract.
Important Search Engine Marketing Contract Issues
1. Identification of the parties. Who are the parties to the agreement? For example, will you be contracting with an individual or a company?
2. Contract term. How long will the contract be in effect? Will there be a renewal option? If so, how is it triggered?
3. Termination. How can the contract be canceled before the end of the term? What triggers cancellation? If canceled early, will there be an early termination fee? How much? Is it a flat fee? If not, how is it calculated?
4. Services description. What SEM services will be provided under the agreement? And what services are you specifically excluding from the contract to prevent confusion as to responsibilities?
5. Payment terms. How and when will the SEM marketer get paid? What triggers payments? Milestones? Monthly subscription for services rendered? Or some other method?
6. Intellectual property ownership. Who owns what? This can be a complex issue, particularly when the SEM marketer is using third party intellectual property or recycling content from other projects.
Related Article – How To Avoid The Costliest SEM Agreement Mistake
7. Dispute resolution? If there’s a disagreement that can’t be informally resolved, what do you do? Head to court? Retain a mediator? Go to arbitration? There can be more than one answer to this question depending upon the issue in dispute. For example, it’s common to treat intellectual property infringement differently than a dispute over payment of advertising expenses incurred.
8. Subcontracting. Can the SEM marketer serve as a general contractor who subcontracts out some or all of the SEM services to others to perform? If so, are there confidentiality and non-competition issues that need to be addressed?
9. Warranties. What warranties will made by the SEM marketer with respect to services rendered under the agreement? Equally important, what warranties will be expressly disclaimed by the marketer in the SEM contract?
10. Liability limitations. Are there any caps on the amount the SEM marketer owes if the contract is breached or the marketer engages in other misconduct that harms the client’s business?
Other SEM Agreement Issues
Depending upon whether you’re the search engine marketing services provider or the business owner that’s retained the marketer, there are other legal issues you’ll want to address in your SEM contract to maximize the benefit of the agreement to you while minimizing the associated risks of the deal.
Related Article – Business Contract Signatures – 4 Costly Mistakes To Avoid
Remember…it’s important not to “borrow” someone else’s SEM business contract to use as a template because it may be written to favor the other party. In addition, borrowing such an agreement may constitute intellectual property theft because you either don’t have permission from the copyright owner or the person who gives it to you lacks the legal authority to do so.
Where To Get A Professionally Prepared SEM Contract
An experienced business contracts lawyer can prepare a customized SEM contract template for you to use on more than one SEM project involving the same or different parties.
You can get an SEM agreement prepared by Attorney Young for a flat fee as part of our firm’s Business Contract Legal Protection Package.