Business Contracts for SEOs

While I can’t write a piece for all contracts of all kinds and I’m not a lawyer I have done a little bit of research using Business Contracts for Dummies and Small Business Kit for Dummies (both by by Attorney Richard D. Harroch) and a reference book from the library “How to Handle Your Own Contracts by Christopher Neubert & Jack Withyiam, Jr. (as well as about a dozen downloaded “working” contracts posted by several SEOs claiming they use them with some success).

I’m what I like to term “a sporadic blogger”. I run my own shop single handed and that means soup to nuts a to z no help from anyone. If I find a free minute and can remember to get back to a blog article I will, if not and I don’t then you’re out of luck and I’ve failed you – sorry, my fame for free takes a aback seat to my fortune to eat almost every time, but it doesn’t mean I don’t care. Greeks and Romans had slave labor making it possible for them to pursue academic excellence. I don’t have that luxury. Today they call it investment dividends but to me it’s all just slavery (keep it simple – they work, you get paid).

Contracts: Get it in writing and spell it all out – what you give and what you get.

Contracts have six legal parts: Offer, Acceptance (self explanatory), Consideration (what each party gives / gets as part of the deal), Legal capacity of the parties (nobody is mentally incapacitated or under aged), Legal subject matter (I don’t agree to sell you stolen goods), and A writing if required by law. That last one means if the deal takes you longer than a year to complete or if its real estate then you need to put it in writing.

You should put all your contracts in writing whether they take a year or less. Oral contracts are just as binding but harder to figure out in court so “he says” “she says” can go either way, and you’re telling the truth makes no difference if the judge believes the other party. Sorry.

A friend of mine in IT who does Network Engineering and PC maintenance (my formal education also lies in this area first) refers to the written portion of problems he has with his contracts as “scope creep”. The scope of the contracts covers areas A to D in amounts T to V and clients creep over the boundaries expecting A to F in amounts of T to Z.

Scope Creep – they want more services than they bargained for and more of your time then they originally agreed. A major drain on your resources as a service provider whether you provide Network Engineering or Search Engine Optimization.

What’s most important to understand is that in a contract a meeting of the minds has to occur in order for a contract agreement to make any sense between the parties involved. Later on the courts may not understand the intricacies involved in SEO any more than the poor confused client did and you may get screwed by the courts because the judge and lawyers also had skewed concepts of what was agreed upon holding you harmful for not delivering something plainly not meant by you because the language you use is not the language they use. So as in all argument you must clearly define your terms using what are known as “stipulative definitions” (a term borrowed from debate meaning special definitions used by professionals that differ from standard dictionary definitions written for lay people).

Andy Beal wrote the following in a post on SEOMoz June 25th, 2007 at 1:38 pm:

“I wish I had more time to devote to this, but I’m swamped, so I’ll point to this article I wrote: http://www.marketingpilgrim.com/2006/09/top-10-business-mistakes-search.html

In addition, having helped build two successful SEO firms, I can tell you that the only model I’ve found that scales to 1000+ clients is a flat rate retainer based on a statement of work.

As a consultant, I use a mix of hourly fees, retainers and per project, depending on what’s involved.

The worst model I’ve ever tried is performance based – you rely too much on things that are outside your control.”

In my experience that just about cuts it 100% – no one size fits all and sometimes a mix of all depending on extras and add ons later. What is important though is getting it all written down in writing and by that I mean a newly written contract in full for each time a change is made, not an addendum or notation but a full re-write that calls for the suspension of any and all previous agreements to be replaced by the new one. Remember – if it’s not spelled out in writing, its not in there. Verbal agreements and other stipulations fall into the very tricky area known as the “Parol Evidence Rule” which even described in writing makes almost no sense to me. In one area it is described as meaningless and unenforceable and in another area of the same chapter as fully enforceable if proven true, “a collateral oral agreement is provable and enforceable, even without additional consideration” which boils down to a lying witness can say you said something you didn’t say and you’re stuck with it. In an entirely unrelated to SEO case I once had two lying witnesses produced by someone accusing me who weren’t even in the area at the time and I was stuck with an extremely expensive decision against me. If it can happen to me, it can happen to you. Protect yourself – put it in writing and get it signed.

What happens if your client hoodwinks you and you accidentally sign a paper that makes you a virtual slave to a huge job with almost no compensation? Guess what. You’re stuck with it. There may be cases where you can get out of the deal, but for the most part, it’s yours and you have to live with it.

Andy Beal warns “The worst model I’ve ever tried is performance based – you rely too much on things that are outside your control.” and that’s one area I’m talking about – Don’t guarantee first place in Google on page one “or I’ll do it for free” because you can’t guarantee something like that. Can it be done? Sure, probably, if you hire a bunch of top notch writers, get thousands of links to the page, and spend hundreds or thousands of hours working on beating out the top spot (which could be a .gov or .edu or some other authority site) but you’re not going to do it for free for the rest of your life all by your lonesome. So don’t promise it as part of your deal or you’re enslaved to that promise for the duration. And why? “IMPOSSIBILITY OF PERFORMANCE”

Even if it cannot be performed by any means, no matter how difficult, you will not be discharged from your obligation to perform under the law. Sorry.