The SEO contract checklist for US businesses hiring offshore

The guide

Why the contract matters more offshore

When an agency is down the street, a handshake and a lawyer's letter fix most problems. When it is 9,000 miles away, the contract is the whole relationship. This is not legal advice, and a US lawyer should read anything you sign; it is a list of the clauses that, in the disputes reported to Rankyfy, were missing or vague. Use it as a reading guide for the agency's paper, or as the spine of your own.

Print the checklist at the end and tick each clause as you find it. If you cannot find it, ask for it. An agency that refuses a reasonable clause has told you something useful before any money changed hands.

1. Account ownership

Every account the work touches (Google Ads, Google Analytics, Search Console, Google Business Profile, Bing Webmaster Tools, hosting, the CMS, any rank tracker paid by you) is created in your name, under an email you control, with the agency added as a user. The clause should say that the agency will not create accounts on your behalf under its own logins, and that access is removed within one business day of termination. Losing a Business Profile or an Ads account with years of history is the most expensive mistake in this guide.

2. Intellectual property

All content, pages, code, designs, data and reports produced under the contract belong to you once the invoice for that period is paid. The clause should cover drafts and working files, not only delivered items, and should say that the agency does not reuse your content for other clients. Some agencies keep IP until the final invoice; that is acceptable only if the exit clause makes the final invoice predictable.

3. Confidentiality (NDA)

The agency will see your customer data, your margins and your plans. A mutual NDA should cover anything marked confidential and anything a reasonable person would treat as confidential, survive the contract by at least two years, and name the security practices the agency follows: two-factor authentication on shared tools, no credentials in email, and staff offboarding when someone leaves. Profiles on this site show whether an agency signs NDAs and what security practices it states.

4. Non-solicitation

For an agency buying white-label or reseller work, this is the clause that protects the business. The partner agrees not to approach your clients or your staff, directly or through an affiliate, during the contract and for 12 to 24 months after it ends. Name the clients by category rather than by list, so a new client is covered automatically. Ask a lawyer about enforceability in the agency's jurisdiction; a clause that is hard to enforce is still worth having, because it sets expectations and gives you a lever.

5. Term, notice and renewal

A first term of three to six months with a 30-day written notice period is standard among the agencies ranked here. Avoid automatic renewal into a new fixed term; month-to-month after the first term is the buyer-friendly norm. The clause should say what "notice" means (email to a named address counts) and that work continues at the normal standard during the notice period.

6. Price, currency and payment

Price in US dollars, with the payment method named: ACH, wire, PayPal or Wise are common. State who pays transfer fees and whether Indian withholding tax or GST applies (an Indian agency exporting services normally invoices without GST, but confirm it). Fix the price for the first term and require 60 days' notice of any increase. If the agency bills for ad spend or link placements on your behalf, require receipts.

7. Scope and deliverables

A scope that says "on-page and off-page SEO" is not a scope. Ask for units per month: pages written, technical tasks shipped, links earned, hours of account management, meetings. Include the response-time commitment and the overlap hours with your time zone. A change-order process (written approval before extra work is billed) protects both sides.

8. Link policy

This is the clause US buyers most often forget. Google's spam policies treat paid links without a sponsored attribute, low-quality directory links and link networks as link spam, and the penalty lands on your site. The contract should say that the agency builds links only through outreach and editorial placement, discloses any paid placement with the correct attribute, provides a monthly list of every link with its URL, and does not use private blog networks or bulk marketplaces. If the agency will not sign that, do not let it build links.

9. Reporting and data access

A monthly report by a fixed date, built on Search Console and Analytics data you can verify, listing the deliverables of the month against the scope and the plan for next month. You keep direct access to the data at all times. If the agency uses a white-label dashboard, the contract should say you can export everything in it.

10. Exit and disputes

On termination for any reason you receive, within ten business days: all files and drafts, a list of every account and login the agency touched, a list of every link built with dates, a handover document and the final report. Access is removed and confirmed in writing. For disputes, name the governing law and a step before litigation (a call between principals, then mediation). Most agencies serving US clients accept the law of a US state; some prefer arbitration in India. Get advice on which is practical for the size of your contract.

Two clauses that are usually fine to skip

• Ranking guarantees. Google itself says no one can guarantee a ranking. A guarantee clause is worthless at best and a red flag at worst.
• Exclusivity for the agency. You should be free to hire other vendors. Exclusivity you grant to the agency, such as "no other SEO vendor", is rarely in your interest.

Using the checklist

Tick the list below against the agency's contract. Then check the agency's profile on this site: the terms and security section shows whether it offers NDAs, IP assignment, non-solicit, client-owned accounts, a paid pilot and US-dollar invoicing, as reported by the agency and checked by our team. Red flags when hiring an offshore SEO agency covers the signs that show up before the contract stage.