The Contract
1. Definitions
Within the scope of this Contract;
- Local SEO Services means the services related to search engine optimization provided by the Provider, including but not limited to keyword research, Google Business Profile optimization, technical SEO audits, business directory backlink building, content strategy, ranking reporting, and performance tracking.
- Deliverables refers to all documents, reports, work product, and other materials provided by the Provider under this Agreement.
- Search Engines means internet search engines such as Google, Bing, Yahoo, and other platforms that index and rank website content.
- Effective Date means the date this Agreement is signed by both Parties.
- Confidential Information has the meaning as defined in Confidentiality Clause of this Contract.
2. Scope of Services
Provider agrees to perform Local SEO Services described below, to increase the visibility, traffic, and search engine rankings of the Client’s Google Business Profile, through the execution of customized Local SEO strategies that adhere to industry best practices and comply with search engine guidelines;
- Technical Local SEO Audit - Perform a full technical audit of the Google Business Profile, identifying issues affecting visbility, indexing, and profile structure and deliver an actionable audit report with recommendations.
- Keyword Research and Strategy - Research and analyze high-impact keywords relevant to the Client’s industry, products or services as offers, communities the client serves and create a keyword strategy organized by priority, intent, and search volume.
- Reviews - Provider will consult with Client on earning new reviews by either asking customers via eletronic form or in-person. As new reviews appear, Provider will respond to the reviews using AI base on the star rating and training based on the businesses.
- Link Building - Secure high-quality backlinks through white-hat outreach methods and monitor and disavow toxic or spammy links via directory listings and assist with local citation building and local keyword targeting.
- Reporting and Analytics - Monthly Grid performance reports, including keyword rankings, traffic metrics, and competition rankings around the physical location.
- Communication - Monthly strategy or progress meetings and weekly check-ins via email or shared project dashboard including heat map progress, review requests, and photo uploads when on a service plan that requires involvement from the client.
3. Responsibilities of the Parties
The Provider shall be responsible for delivering Local SEO Services as outlined in this Agreement and the accompanying Scope of Work. This includes conducting a comprehensive Local SEO audit of the Client's Google Business Profile, formulating a custom Local SEO strategy, and executing on-profile and off-profile optimization tasks in accordance with current industry standards and search engine guidelines. The Provider agrees to monitor Local SEO performance regularly, provide monthly reports detailing activities and measurable results, and advise the Client on emerging Local SEO opportunities and challenges.
The Client agrees to cooperate fully with the Provider and to provide timely access to all necessary platforms, including but not limited to the client's Google Business Profile and social platforms that are relevant to the services (LinkedIn, Facebook, Instagram, TikTok, or YouTube). The Client will also supply any required content, branding guidelines, and access credentials needed to execute the agreed-upon Local SEO strategy. The Client is responsible for reviewing deliverables in a timely manner, responding promptly to communication and feedback requests, and refraining from making uncoordinated changes to key Local SEO elements of the Google Business Profile that may interfere with the Provider’s work. Delays or obstructions by the Client that hinder the Provider's ability to carry out services may impact timelines and results, for which the Provider shall not be held responsible.
4. Term
This Agreement shall commence on the date signed at the bottom and shall continue for a month‑to‑month service with no fixed end date unless terminated earlier in accordance with the Termination Clause of this Contract. This Contract shall automatically renew on a monthly basis unless either Party provides 30 days’ written notice of its intent not to renew.
5. Payment Terms
The Client shall pay the Provider according to the monthly pricing outlined above for the selected service plan tier for the services outlined in this Contract.
Initial payment is processed immediately upon form submission, and subsequent payments will automatically renew on a recurring monthly basis on the same day of each month. Late payments may incur a late fee of 11% per month.
Any out-of-pocket expenses, such as third-party tools or paid advertisements, must be pre-approved in writing by the Client and will be reimbursed upon presentation of receipts.
6. Performance and Warranties
Provider shall use reasonable efforts to improve the Client’s search engine rankings, but makes no guarantees regarding specific placement or traffic volumes due to the dynamic nature of search engine algorithms. Provider disclaims any warranty that the Services will result in increased profits or guaranteed traffic, leads, or sales.
7. Termination
Either Party may terminate this Contract by providing 30 days’ written notice to the other Party. Either Party may terminate this Contract immediately for cause if the other Party materially breaches any of its terms and fails to cure such breach within 14 days of written notice.
Upon termination, Client shall pay for all Services rendered and authorized expenses incurred up to the termination date. Provider shall return or destroy any Confidential Information upon termination, and both Parties shall cooperate in a smooth transition if requested.
8. Intellectual Property
All materials, content, and documents created by Provider specifically for Client under this Agreement shall become the property of the Client upon that month's payment. Provider retains the right to use generic templates, methods, and non-identifiable portions of work for other clients or for marketing purposes.
9. Confidentiality
Each Party agrees to keep Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing Party.
Confidential Information does not include information that:
(a) was publicly known at the time of disclosure,
(b) becomes publicly known through no fault of the receiving Party,
(c) is disclosed by a third party legally entitled to disclose such information, or
(d) is independently developed by the receiving Party without access to the disclosing Party’s Confidential Information.
10. Limitation of Liability
Neither Party shall be liable to the other for any indirect, incidental, special, or consequential damages, including loss of profits or business opportunities. The Provider’s total liability under this Agreement shall not exceed the total amount paid by the Client in the three months preceding the event giving rise to the liability.
11. Indemnification
Each Party agrees to indemnify and hold harmless the other Party from and against any and all third-party claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from its breach of this Agreement or negligence.
12. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, government orders, internet outages, or pandemics.
13. Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of the State of Ohio. Any disputes arising from or related to this Contract shall be resolved through good faith negotiations. If unresolved, disputes shall be subject to binding arbitration under the rules of the American Arbitration Association, with the venue in Cuyahoga County, Ohio.
14. Miscellaneous
Non-Solicitation - During the term of this Agreement and for 12 months thereafter, neither Party shall solicit or hire the employees, agents, or contractors of the other Party without prior written consent.
Assignment - Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except in the event of a merger or sale of substantially all assets.
Entire Agreement - This Agreement, including all Exhibits, constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, or communications.
Amendments - No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.
Notices - All notices under this Agreement shall be in writing and delivered by email, certified mail, or courier to the addresses specified above, or such other address as may be designated in writing.