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What is an SEO contract?

SEO contract templates are mandatory when doing any SEO-related stuff for a client as part of your freelancing duties. Although a SEO services contract can be an intimidating document for many, this doesn't have to be the case. The contract is nothing more than an agreement you sign with your client for the work you're about to do. Therefore, the contract must be clear on your duties as well as the pay you will receive from the client once you perform those responsibilities successfully. It's not in doubt that contracts are a bit tricky for any agency or consultancy that offers SEO services.

As with all marketing consultancy services, contracts are commonplace in SEO related and other freelance agreements. However, most freelance consultants tend to find contracts, including SEO agreements, quite daunting to deal with. Preparing any agreements, however, need not be a major challenge for an SEO consultant. It is simply a documented mutual understanding between the consultant and the client over how SEO services will be offered. A good agreement sets expectations and keeps them clear.

However, SEO services tend to change regularly, owing to the ever-changing internet marketing dynamics and search engine algorithms. Understandably, it may difficult to commit to delivering specific results in an unpredictable environment. Nevertheless, you need an agreement to be in place.

SEO is a constantly changing industry.  The changes are often the result of technological advancements. The changes are essential. Search engine algorithms are constantly changing; forcing strategies to change along with them. Tactics used by competitors and malicious individuals also change. Therefore, businesses seeking to maintain a strong online presence must move along with the changes. For example, spammers are talented at finding loopholes that cause untold suffering and mayhem in terms of web ranking. Failure to change various aspects of their SEO strategies has negative consequences. This is a major factor that has contributed to the increasing demand for SEO specialists. It, however, doesn’t mean that everything is smooth when it comes to business relationships. SEO specialists whether freelance or employed in an agency encounter problems with clients now and then. To protect their interests, it is important to use SEO services contracts. 

SEO also has to change now that social media is a dominant force on the Internet. Social media has become a powerful and potent marketing tool over the years and has become impossible for marketers to ignore. Social media has several benefits, which have a lot to do with SEO. In fact, any SEO contract template you sign today will also touch on social media. As a client, you will want the SEO expert to make you visible in social media. As an SEO expert, you will also want to make your client’s brand appear and be dominant in social media too.  You also want to be paid for the work you’ve done.

For this reason, the SEO contract template should be as detailed and thorough as possible. This will allow both you and the client to understand what to expect in the business relationship. It should include all the appropriate elements. 

SEO Contract Template
Image Credits to: graphicriver.net

Therefore, what elements should be on an SEO contract? There are critical aspects of an SEO agreement that will be discussed in this article, and they will handle this issue caused by the constant changes in the blogosphere.

1. Broadness in the SEO contract template

Changes are a constant in SEO. Therefore, the SEO contract should be flexible. The factors that search engines consider most important today could be archaic by the time you wake up tomorrow. Therefore, check that the contract isn't too full of specific tasks. Rather than focusing on the specific tasks, the contract should aim at generic topics. An example of a generic topic worth focusing on is 'on-page elements' as highlighted by Search Engine Lands. Nonetheless, vagueness is not a good practice, especially while you're listing your tasks. Clarify these issues with the client first.

Specifics are not too important in the contract. As stated earlier, the SEO landscape changes all the time. The specifics a client wants to be included today might be archaic by the time you wake up a day or two from now. For instance, while social media may not have been important in digital marketing strategies earlier, it has gained popularity and become essential. Midway through your SEO project, algorithms may change, forcing you to re-evaluate your plans. It may thus be wiser to avoid going into the specifics of for instance, what exactly you’ll do with the on-page elements. 

So, make the SEO contract templates specific as it needs to be but keep it flexible. Check how broad it is before appending your signature. Let the client know your reasons for demanding a broad-based or generic contract. 

2. Length in the SEO contract template

The SEO services contract should clarify its validity. After all, the contract is only valid up to the point when you complete the product and receives payment for work done. Therefore, it must be clear on time given for the job to be completed. The contract might be finite or be up for renewal from time-to-time. All finite contracts usually indicate the starting as well as ending date. Auto-renewal contracts are up for renewal on a monthly or quarterly basis.

Further, the contract should clearly state that you are there to provide services for a particular period of time and to deliver certain deliverables. Since for most jobs you will be serving as a consultant and not a full-time employee, this is often necessary so that no confusion arises regarding this. The contract should specify when the business relationship will be terminated. Is it when after a specific period of time or whichever time the deliverables are delivered? It’s important to clear this issue up for everybody’s peace of mind. 

While addressing the issue of length of the contract, this piece of a legal document should also talk about payment. When does the SEO firm or individual receive payment for services rendered? Do you pay the expert at the start, during, or at the end of the project? Clarity is important for any SEO contract template. Everything should be understandable. Do not leave anything to chance or interpretation. Both parties – the SEO expert and the client – must be clear about the meaning of each clause included in the contract. 

What should be included in an SEO contract template?

Price is an essential element in SEO agreement. You should not sign any contract until you agree on the price or rates to charge for your services. Before settling on the price, you should consider factors such as inflation and standard of living. Each year, some of these factors could have an impact on the price. Therefore, you might have to include the increase in prices into the contract. The increases could be automatic or be the subject of a bit of negotiation between you and the client. Specify such issues in the contract instead of leaving them up to personal interpretation.

Price is not constant. It changes all the time. A rate that you charge one of your clients at the beginning of the year would have to change at the end of the year. As stated above, the price is subject to the prevailing economic situation. You cannot charge a rate that leaves you with nothing in the pocket after settling your bills. It is worth reiterating that SEO experts cannot set new prices arbitrarily. Instead, the new rates should be put in place after consulting the client and checking what other freelancers offering SEO services charge. 

Nothing you do well should ever be free. SEO is a highly complex field. It is full of numerous landmines that could jeopardize you financially. It is your duty to remain afloat by serving your clients well. Sadly, it is hard for you to do that without charging the appropriate rates. Remember, the SEO services you provide help companies to save and make plenty of money. Therefore, you need to demonstrate your professionalism by charging market rates – or going slightly above the market rates.

SEO Contract Template Sample
Image Credits to: outbacknevada.us

So, what should you consider before charging for your services?

First, determine whether you need a monthly retainer. Here, you get into an arrangement with the client where you are paid a fee for each month you spend on the project. The SEO services contract should specify how many months you will be receiving the retainer. Under this arrangement, you remain available to the clients anytime they need you SEO expertise. Monthly retainers are some of the most common and popular ways of charging for SEO services. Sign a contract with this stipulation if you are ready to: 

  • Supply clients with regular reports, updates, and information
  • Keeping the clients up to date with the new trends and research

Apart from the retainer, you may prefer to charge clients on a project-to-project basis. Under normal circumstances, the SEO expert would charge per project. However, there are times when charging hourly rates would also suffice. What you charge depends on the client or system you currently use. For example, clients may only need your SEO expertise for specific projects. Clients may only need you once. Project-based services could be one-off. They could also involve offering your services if and as when the clients need you. 

Contractual rates are also permissible in this industry. Here, the two (or more) parties involved in the SEO project sign an SEO contract template. This arrangement lies in between monthly retainers and project-to-project rates. It is the ideal arrangement for clients who do not need SEO services every month or week. The arrangement seems to work well with SEO agencies whose expertise is required on specific matters but only for a certain period. Some of the tasks for which a client may hire an SEO agency under such an arrangement include: 

  1. Analyzing the firm’s operations
  2. Providing different solutions for improving SEO
  3. Providing reports indicating the different ways of benefiting from social media

The SEO expert has to determine the correct amount to charge. 

Here, the expert cannot rely on market forces alone. Instead, SEO experts ought to evaluate the client, the amount of work required, and the timeframe. All the same, it is good to have a figure in mind in case the client wishes to negotiate further. Having a starting point is good. Normally, what appears on the SEO agreement is the result of hours spent negotiating with the client. There are so many factors worth considering before. Additionally, the preferred day/date also determines how much you should charge. 

For example, 

  1. The minimum price for a monthly retainer should be $250 with over $10,000 being the maximum
  2. Experts or firms that prefer project-to-project payment should charge $600-$2,000
  3. An hourly rate of between $125 and $200 is also highly recommended

4. Subcontracting with your SEO contract example

If you operate an agency, chances are high that you often subcontract some of the work clients ask you to do. Some clients hire you specifically. Therefore, you should inform them that you're likely to give out some aspects of the project to subcontractors. If you hire subcontractors regularly, your contract should say so in clear terms. Otherwise, the client might cancel the order or sue you for breach of contract. After all, the client expects you to do the work, and not somebody else he has not vetted.

Subcontracting is an excellent way of building your business. It is fine to hire subcontractors when you are unable to handle the work the client has assigned alone especially for large projects. Therefore, study the project closely to determine how large it is. Let the client know you intend to bring some subcontractors on board to work on the project. If you do intend to hire subcontractors, you may need to specify clearly the responsibilities you have over the work done by subcontractors. You will also have a separate contract with the contractor you bring in on the project. Do not proceed with this arrangement under the table. Instead, bring everything out into the open. Otherwise, you should expect some serious conflicts with the client. 

Some aspects of the SEO services you provide will probably require people with a specific or higher level of expertise. Again, let the client know your arrangements beforehand. Let them know you will be the overall leader of a team full of experts from different fields. Any agreement reached upon with the client should feature on the SEO contract too. The contract should state clearly that the client has no problem with you bringing subcontractors on board for that specific job. 

SEO Contract Template Example
Image Credits to: proposalkit.com

Let the client know your reasons for subcontracting some of the work. 

Hiring subcontractors saves you money. It is not only cost-effective but also risks averse. It is cheaper to subcontract some of the work instead of hiring and bringing in new employees to help you handle a single SEO project. After all, the subcontractors do not need additional office space or equipment. What is more, you do not offer any additional benefits to the subcontractor. It can only be risk-averse when you bring in subcontractors with years of experience in the same niche. 

Subcontracting saves you from worrying about paying full-time salaries and employee taxes. 

Subcontracting is also an effective way of improving productivity. Some mundane tasks are not worth bogging your employees down with all the time. Instead, hire subcontractors and let them handle the mundane aspects of the SEO project. Even then, the subcontractors have to realize that their input is not mundane. They have to understand that the entire project is likely to fall or rise on their input. What they do might appear insignificant in the short-term yet is very significant in the bigger picture. 

5. Penalties in the SEO contract template

A solid SEO services contract should clarify the issue of penalties, especially if late payments become an obstacle. You expect the client to make timely payments just the same way you finish your work and deliver on time, as per the contract. Therefore, you should let the client know what is likely to happen in the event that he makes late payments. You're not a bill or debt collector. Without a good cash flow, you will struggle to keep your business running much longer. Therefore, inform the client that you will penalize him harshly for delayed payments.

What are the essentials of an SEO contract?

Pauses are an issue worth tackling. Since SEO is a dynamic and ever-changing industry, pausing might invalidate some of the tasks the client gave you to handle. In such cases, allowing pauses would be akin to signing your death warrant. This is because the project might become invalid once the changes in SEO take effect. However, where you're flexible enough to allow pauses, you should tell the client the length of time he's free to put the project on hold. The client should also give you notice so that you're aware a pause is in the offing.

Pausing a contract has ramifications. Nevertheless, the issue is worth handling with clients. 

There may be a good reason for pausing the contract. For example, the client might not have funds to continue with the project now. As an SEO expert, you’re probably working extra hard to get more clients. For this reason, you are willing to say yes to everything they suggest, even if it to the detriment of your health, peace of mind, family or business. With time, however, you discover that some of the arrangements you made are just unfavourable. In such a case, you could also ask the client about the possibility of pausing the work or project. You can only ask about pausing the project if it is in the contract. 

A good SEO contract protects your interests even if you have to pause or terminate it. 

SEO Contract Template PDF
Image Credits: sampletemplates.com

Pausing is different from terminating or ending a contract. A pause means the contract is still on and valid. A termination means the contract is no longer valid. The only similarity between the two is all parties have to negotiate and agree. You cannot just wake up one morning and decide to pause or terminate. Contracts are legally binding. They create legal obligations the two parties have to restrict themselves to. Walking away without any negotiating with the other party would open you to legal action. Expect a lawsuit to follow your decision to walk away. The other party might sue you for breach of contract or financial losses. 

A good SEO contract covers everything. It envisages all situations. It expects anything to happen. This explains why you need to dedicate enough time – and any other resource – to negotiate the contract in-depth. Before pausing, review the contract thoroughly. Check that it allows for the pause in operations or work. Check the remedies it has established for putting this process in motion. Contracts are worth more than the piece of paper on which they are written. They could make or break your business. 

Therefore, study the SEO contract well. 

The signatories to the contract should discuss any imaginable situation they can think of before appending their signatures. It is better to take more time to go through the various issues in advance now to avoid future mistakes that could prove too costly. Consider different clauses. Determine whether you need all the clauses you can imagine. Nevertheless, the clauses that should appear on the SEO contract template include those touching on price, subcontracting, pause, and penalties. Feel free to add any other clause you deem fit to these ones.

7. Keep it broad with the SEO contract template

As an SEO consultant, it would be best to avoid using specific tasks and terminologies within the SEO agreement. SEO environments change almost daily. Chances are, if you use particular language to specify a function, you may be staring at a redundant clause in the near future. Regardless of what most people are projecting about SEO being obsolete, it is still one of the most internet marketing strategies available today, regardless of the ever-changing search engine rules and algorithms (and the uptake is set to rise in the B2B environment). Therefore, you are advised to use more encompassing approaches, such as "on-page elements" instead of zeroing in on specific approaches like "Google authorship." However, remember to be reasonable even when avoiding pre-set terminologies. Being too vague can leave the client with more questions than answers, and they may not agree to the contract. Therefore, find a balance and stick to it.

8. Length of the contract's term

When you are preparing an SEO agreement, take into account that the contract can be a finite one or an auto-renewed contract. You should also consider the type of SEO services you are offering. In essence, SEO services are more of an on-going effort rather than a finite project. Thus, you may opt to go for a contract that is automatically renewed after each set period. Auto-renewable agreements save you the tonnes of paperwork involved in drafting a new one every so often. However, as mentioned, SEO is an ever-changing environment. Therefore, you will have to be careful what aspects you foresee to change in the course of time. Costs of service go up all the time, and this is one factor you will have to address when negotiating the contract with your client. Another facet is the tasks and strategies that are used to achieve results. If you cannot keep on consulting these aspects with the client, then it would be better to go for a finite contract with clearly defined goals per milestone.

SEO Contract Template Sample PDF
Image Credits: cvfree.pro

9. Consider annual price increases in the SEO contract template

The cost of doing business is continuously rising. There are small price and cost increases that will impact on your total cost of doing business, and this will affect your pricing. This is a challenge since most clients tend to adopt a pre-set budget that is set by the first price quotation for SEO services. Things like annual software subscription costs are ever on the rise. For those who employ additional help, the wages and benefits are also on the rise regardless of the economy. Unless you transfer these costs to the client, you may be staring at zero returns for your efforts. While discussing the agreement with your client, be categorical that prices will change annually. Indicate the projected increase in percentage.

10. Be candid about subcontracting in the SEO contract template

If part of your services will require you to sub-contract other companies, be very frank about it. It is a breach of trust to make it seem like you are the only service provider yet you plan to sub-contract. Make sure that the agreement touches on the services that you will outsource from other service providers and also discuss how this aspect may influence service delivery. You may have to reassure your client that it is part of your stellar services. Be candid about tasks you cannot handle on your own. To be clear, you do have a right to sub-contract some SEO services if you believe it will go a long way in achieving satisfactory results. It is nevertheless prudent to let your client know in the SEO agreement.

In essence

This short list is not conclusive, but it profoundly touches on communication with the client. The point is that the client should be aware that it is possible for tactics, approaches, and prices to change. As long as you keep your client in the loop about such dynamic aspects of SEO marketing services, you will have a smooth working relationship during the term of the contract.

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The simplest way to create a legally sound contract. Check out an example below

SEO Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the to do the following: Manage SEO campaigns on behalf of the Client.

1.2 Schedule. The will begin work on April 17, 2020 and the work is ongoing. This Contract can be ended by either Client or at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the a rate of $80.00 (USD) per hour.

1.4 Expenses. The Client will reimburse the 's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The will invoice the Client every two weeks. The Client agrees to pay the amount owed within 10 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The hereby gives the Client this work product once the Client pays for it in full. This means the is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 's Use Of Work Product. Once the gives the work product to the Client, the does not have any rights to it, except those that the Client explicitly gives the here. The Client gives the Contractor permission to use the work product as part of the Contractor's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor's work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 's Help Securing Ownership. In the future, the Client may need the 's help to show that the Client owns the work product or to complete the transfer. The agrees to help with that. For example, the may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the , the agrees that the Client can act on the 's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the after spending reasonable effort trying to do so, the hereby irrevocably designates and appoints the Client as the 's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the and on the 's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 's IP That Is Not Work Product. During the course of this project, the might use intellectual property that the owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The is not giving the Client this background IP. But, as part of the Contract, the is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The cannot take back this grant, and this grant does not end when the Contract is over.

2.5 's Right To Use Client IP. The may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the to build a website, the may have to use the Client’s logo. The Client agrees to let the use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the 's job. Beyond that, the Client is not giving the any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the asks for permission beforehand and the Client agrees to it in writing. If the uses employees or subcontractors, the must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the puts out a general ad and someone who happened to work for the Client responds. In that case, the may hire that candidate. The promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Has Right To Give Client Work Product. The promises that it owns the work product, that the is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the uses employees or subcontractors, the also promises that these employees and subcontractors have signed contracts with the giving the any rights that the employees or subcontractors have related to the 's background IP and work product.

5.4 Will Comply With Laws. The promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the if the has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the . Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the for the work done up until when the Contract ends and will reimburse the for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the as an independent contractor. The following statements accurately reflect their relationship:

- The will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the with any training.- The Client and the do not have a partnership or employer-employee relationship.- The cannot enter into contracts, make promises, or act on behalf of the Client.- The is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the or any of the 's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The promises to treat this information as if it is the 's own confidential information. The may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the use a customer list to send out a newsletter, the cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the written permission to use the information for another purpose, the may use the information for that purpose, as well. When this Contract ends, the must give back or destroy all confidential information, and confirm that it has done so. The promises that it will not share confidential information with a third party, unless the Client gives the written permission first. The must continue to follow these obligations, even after the Contract ends. The 's responsibilities only stop if the can show any of the following: (i) that the information was already public when the came across it; (ii) the information became public after the came across it, but not because of anything the did or didn’t do; (iii) the already knew the information when the came across it and the didn’t have any obligation to keep it secret; (iv) a third party provided the with the information without requiring that the keep it a secret; or (v) the created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the each have access to confidential information that belongs to third parties. The Client and the each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the or both. For example, if the Client gets sued for something that the did, then the may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the has done under this Contract; (ii) a breach by the of its obligations under this Contract; or (iii) a breach by the of the promises it is making in Section 5 (Representations).

10.3 Indemnity. In this Contract, the Client agrees to indemnify the (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the . The cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the 's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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