4 Secrets To Effective Search Engine Marketing Agreements

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search engine marketing agreements lead generationMore than 80% of shoppers do their research online before deciding which business to work with. As a business owner, you know you need to take advantage of search engine marketing (SEM) for lead generation so that potential clients can discover your business. A solid SEM strategy can help clients find you and can set you apart from your competitors. However, this type of marketing is complex and requires specialized knowledge. Rather than wasting hours learning and tweaking your own SEM strategy, it’s a wise business decision to outsource this important task to industry experts. This is where Search Engine Marketing Agreements become a necessity.

Like other business agreements, a written SEM contract is important for protecting your legal rights while reducing the likelihood of misunderstandings that lead to nonperformance and breach of contract. Here are four things you should know about SEM agreements before you start negotiating with a SEM agency.

1. Don’t assume free online templates will work for you

Internet Business Lawyer Mike Young has worked with numerous online businesses over the past 25 years and seen countless contract mistakes. One of the biggest and most common mistakes business owners make is using a free contract template found online. Because many free templates are not written by an experienced Internet attorney,they fail to address important topics that leave your business at risk. Even worse, none of the free templates you find online are written in your favor, based on your specific needs.

2. Don’t borrow someone else’s agreement

Another common mistake is to copy and paste someone else’s search engine marketing agreement you’ve found online. If you have not been given explicit permission to copy someone else’s contract, you may be committing intellectual property theft. Also, while contracts may look similar to the untrained eye, all contracts vary according to a party’s specific needs. Every contract is (and should be) unique. When you use someone else’s agreement, you’re using a contract that made sense for them, but that does not mean the contract will work for you or your business. The description of services, payment terms, intellectual property ownership, and warranties will vary in virtually every contract. Simply copying and pasting someone else’s agreement will not ensure that your business is protected from risks or that your expectations will be met.

3. Don’t forget the basics

There are some basic provisions you will want to include in every search engine marketing contract. You want to make sure you identify both parties to the agreement plus their contact information. You want to define the term (length) of the contract and whether any renewals will occur automatically. The services being provided should be described in detail along with the payment terms. You will also want a contract that clearly outlines how and when the agreement can be terminated for non-performance or other disputes.

4. Protect yourself from special risks

Marketing content and strategy are both considered intellectual property. It is important to address who owns the intellectual property created as a result of your search engine marketing agreement. The agency you choose to work with will likely want to maintain some form of ownership over their work product, but you may want to ensure you have a right to re-use certain marketing phrases if you decide to switch to another SEM provider. You’ll also want to ask if your SEM agency will be using any subcontractors or relying on any third-party services and discuss what will happen if their subcontractor or third parties make a mistake. Their answers to these questions should be committed to writing in your SEM contract to protect you in the event a dispute arises.

Likewise, you will want to include a dispute resolution clause that details how you will handle any disagreements (will you arbitrate or mediate before going to court?) and where you will handle any disputes and what laws will apply (preferably the laws of your state). Also, address warranties if your SEM agency plans on guaranteeing any results (be wary of guarantees if the agency does not want to confirm their promises in writing).

Lastly, determine who will be liable for the work product, especially in the case of intellectual property theft or infringement-you definitely don’t want to be held liable if your SEM provider uses someone else’s intellectual property.

As you can see, your SEM contract should be unique and tailored to your specific needs. While there are a number of clauses all SEM agreements should include, the terms of those clauses will vary according to your needs and expectations.

Do You Need Help With Search Engine Marketing Agreements?

An experienced business contracts lawyer can prepare a customized SEM contract template for you to use on one or more SEM projects. 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.

SEM Contract: 10 Search Engine Marketing Agreement Essentials

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SEM Contract: 10 Search Engine Marketing Agreement EssentialsWhether 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.

How to Avoid the Costliest SEM Agreement Mistake

By | Business Contracts, Business Lawyer, Internet Lawyer, Website Lawyer, Website Legal Documents | No Comments

sem agreement mistakesWhen you’re providing searching engine marketing (SEM) services to clients, the most expensive mistake you can make is not defining who owns what as part of your SEM agreement.

Whether you’re rendering SEM services as an independent contractor or as an employee, your client will assume they own what you create.

This means that if you don’t have a written agreement that defines the scope of services plus ownership, it can be an expensive legal mess to sort things out later.

Related Article – Business Contracts: Why You Should Avoid Email Deals

Who Owns What?

Who owns the PPC (e.g. Google AdWords) accounts and the analytical data?

Who owns any custom coding that was done, including any APIs developed as part of providing services?

As a practical matter, you don’t want to be put in the position where you can’t use what you’ve created to provide SEM services to third parties. However, clients won’t be pleased to discover they paid you for SEM work and then you sold similar services to their competitor too. In short, they will feel cheated.

So what’s the solution?

Although there isn’t a one-size-fits-all answer to that, a good starting point is a provision in the SEM agreement where you retain ownership but provide a limited license to use the intellectual property (IP) you created for the client that enables you to license the same IP to others.

Some prospective clients will balk at this idea if they believe you’re going to sell the same SEM services to their competitors.

How do you respond?

First, explain to the prospect that the IP you create is the lifeblood of your business and that giving them exclusive ownership over key parts would in essence put you out of business.

If the prospective client still objects, offer a compromise that limits your use of the IP with one of their competitors for a reasonable period of time (e.g. 2 to 3 years). However, this should be a final offer not the starting point of negotiation.

Be careful when you do offer to restrict your future services to competitors. If the current prospect is a small fish, sometimes it’s better to wait for a bigger better deal with a large competitor of the prospect than be frozen out of that market for a few years because of a non-compete restriction.

Where do you get an SEM agreement?

Your Internet lawyer can prepare an SEM agreement that’s designed to protect your interests and can be customized on an as-needed basis to serve individual client needs in order to get a deal done that’s good for both you and the client.