Featured · SEO
The SEO contract: what to negotiate before you sign
There is a particular irony in a law firm signing a marketing agreement unread. Firms that would never accept a supply contract without amendment will sign a two-page SEO proposal because it arrived as a PDF with a price on it.
The pitch determines who you hire. The contract determines what you actually receive, what you own when it ends, and how much leverage you have in month seven when things are not working.
Clauses that decide what you get
Most SEO agreements are vague in the same places, and the vagueness resolves the same way. These are the ones worth amending.
Deliverables, defined. Ongoing SEO services is not a deliverable. Pages published, technical items fixed, links acquired — with numbers or a stated range — is.
Reporting: what it contains and when it arrives. Specify enquiries by practice area, not traffic, and a date each month.
Ownership of content, on payment rather than on completion of the engagement, and covering drafts as well as published pages.
Ownership of accounts: analytics, Search Console, the Business Profile and any advertising accounts must be in the firm's name, with the agency as a user.
Notice period, and whether it can be served at any point or only at renewal. Twelve-month terms with a single exit window are the ones that hurt.
Exclusivity — whether they will work with a competing firm in your practice area and area — which is negotiable far more often than firms assume.
None of this is aggressive. A competent agency has seen every one of these amendments and will accept most of them, because the alternative is losing a client who is clearly going to be organised.
The reaction to being asked is itself informative. An agency that treats a request to define deliverables as an insult has told you what the reporting will be like.
What goes wrong at the end
Almost every painful agency exit traces back to something that was not in the contract, and each is trivial to fix in advance.
The website sits on the agency's hosting account, so leaving means a migration you did not plan and cannot schedule.
Analytics history belongs to their property, so a decade of data does not come with you.
The Business Profile is owned by an agency email address, and recovering it is slow and occasionally impossible.
Content is licensed rather than assigned, so the pages you paid for cannot be taken.
A rolling term with ninety days' notice that can only be served in a two-week window each year.
And no handover obligation at all, so what the agency knows about your account leaves with it.
The amendments worth asking for
A short list, all reasonable, and most agencies will accept them without argument.
Define deliverables numerically, with a stated tolerance rather than a hard guarantee.
Assign intellectual property in content on payment, expressly including drafts.
Require all accounts to be created in the firm's name from day one, with the agency added as a user.
Add a handover obligation: documentation, access transfer and a defined period of cooperation on exit.
Negotiate the notice to something serviceable at any time after an initial period, rather than at a single annual window.
Add a review point at ninety days with a defined right to exit if agreed deliverables were not met.
Ask for exclusivity in your practice area and area, or an obligation to disclose competing engagements.
And keep the original brief attached as a schedule, so what was promised survives everybody's memory of it.
Half an hour of a fee-earner's own time on this document is the cheapest risk management in the whole engagement, and firms that would bill that half hour to a client routinely will not spend it on themselves.
FAQs
What should an SEO contract define?
Deliverables numerically — pages published, technical items fixed, links acquired — rather than ongoing SEO services. Plus reporting content and date, content ownership on payment, account ownership in the firm's name, notice terms and any exclusivity.
Who should own the analytics and Business Profile?
The firm, from day one, with the agency added as a user. Accounts created in an agency's name are the commonest cause of painful exits — a decade of analytics history that does not transfer, or a Business Profile that is slow and sometimes impossible to recover.
Is exclusivity negotiable?
Far more often than firms assume. Ask for exclusivity in your practice area and geography, or failing that an obligation to disclose competing engagements. Both are reasonable requests that competent agencies have handled before.
What notice period is reasonable?
Something serviceable at any point after an initial period, rather than a rolling term with a single two-week window each year. The annual-window structure is what leaves firms paying for months of an engagement everyone knows has failed.
Will an agency accept these amendments?
Most will, and readily — they have seen all of them before. The reaction is itself informative: an agency that treats a request to define deliverables as an insult has told you what the reporting will be like.
End Note
Every difficult agency exit we are asked about traces to something absent from the agreement, and every one of those absences was trivial to fix beforehand.
Define the deliverables, assign the content, own the accounts, add a handover obligation, make the notice serviceable, and staple the brief to the back. Half an hour, once.
Key Takeaways
The pitch decides who you hire; the contract decides what you receive.
Define deliverables numerically — ongoing SEO services is not a deliverable.
Every account in the firm's name from day one, agency added as a user.
Assign content IP on payment, expressly including drafts.
Attach the original brief as a schedule so promises outlive memory.
