Should You Have A Prenup With Your Global Search Vendor?

Nearly all search vendors have some sort of agreement, and the larger the client, the more complex the terms of service will be with procurement as well.

Most of these focus on the standard stuff: how long, how much, scope and what happens if their vendor screws up and the relationship needs to be terminated. Unfortunately, few have any language about some of the unique situations that can occur in search campaigns.

Getting into the details of the contracts between agencies and companies is a lot like discussing a prenup with your significant other. No one wants to even think the relationship won’t last, but you do have to be prepared for possibility that it won’t. The following are some key considerations you should think about before you enter into that vendor marriage.

Dress Code — (Black, White or Gray)

It is important that you detail the restrictions on the practices used by your agencies and most importantly their outsourcing partners. While you can’t cover every nuance of black hat techniques, you can use general guidelines.

While you can do a good job of selecting a local partner, you can’t always know what their contractors might do on your behalf. By requiring the agency to adhere to or avoid specific practices and require the same of their contractors, you will minimize negative outcomes down the road.

Take link building for example. You may or may not want the vendor buying links or using bulk emailing or link farms as sources of links. In addition, you can put guidelines around how they represent the work you are doing as well as quality standards such as the relevance of the link, requesting changes to existing links or even referencing their work for you.

There is always a high probability of being “outed” by a blogger or journalist for spam techniques or pestering them for a link that might not be appreciated by your PR department.

You will have an easier time terminating the relationship if these are reasons for termination in your contract. The same in reverse is good for the agency: full disclosure to the client if you plan to use these techniques in specific markets where they are common place.

Development & Optimization Standards

Companies that have a large number of Web development partners should include a requirement that their Web agencies follow a set of development and optimization standards. Web standards are becoming more common, and many large companies have integrated SEO best practices into the development process via these standards.

If you don’t have Web or SEO standards, you should get them developed and adopted ASAP. I have always referred to these standards as “Corporate Judo” since they can be leveraged against someone who has more influence or a higher position.

If you are not able to integrate them, at least have a reference to SEO standards compliance in the contract. This will come in handy when you get the new micro site and then have to pay extra for someone to make it search friendly.

Use Of Contractors & Outsourcing

A few years ago, I helped a company do a global agency search to handle their global search program.

During the final stages, the company was requiring the local representatives to participate in the review sessions in most of the markets.

It was interesting how many of the six finalists used the same vendor in a market and others used vendors where there was clearly no common process or even previous work.

There is no agency that can cover all markets, so it is important that your requirements and process apply to the contractors as well, if the vendor outsources.

At a minimum, have a clause that requires the agency to disclose contractors and outsource partners.

Also, review their process for managing the contractor; understand their termination for cause policy and what sort of quality control process they have in place to ensure the contractors will work toward your best interests.

I have seen a lot of crazy things with outsourcing partners, and a lot of companies and agencies have disastrous outcomes when they are not managed correctly.

The opposite is also true: Agencies with longstanding partnerships with local companies can implement some of the best performing campaigns as long as they have great communication and a similar process.

Who Gets The Data?

Data access and ownership are critical to cover in any contract. Most would assume all the data related to “your” campaigns would be “your data,” but that is not always the case. A few typical situations are starting to emerge.

Integrated Accounts & Tools

Some agencies, especially smaller agencies, will often manage multiple accounts in a single master account with search engines. This is often done to allow for the easy management of commissions or to manage tool utilization and licensing costs.

When this is done, it is impossible to just transfer your account to another agency since there is not a separate account to be transferred. You can prevent this by ensuring the agency uses your account or a standalone account.

Intellectual Property

This one is brilliant — when the agency can’t transfer your account because doing so would give “their” intellectual property to another agency. I am starting to see this used more and more as a leverage tool when companies attempt to terminate their agency.

Some savvy agencies have written it into the contract that the “work product” in terms of the data, the bid strategy and even the outcomes are the intellectual property of the agency and must remain with the agency upon termination.

In a few cases, the agency was willing to “sell” the data or account for a substantial fee. Many procurement teams may not understand what this is and agree that it is the intellectual property of the client and not even discuss it.

It is important that the account be set up as the company and not the agency so that it is easy to transfer. Trying to rebuild multiple years of account history will be extremely expensive and time consuming.

Tool & Account Access

This is probably the most common problem you can encounter with multiple agencies around the world as well as your internal teams. The potential for getting “locked out” of tools such as Google Webmaster Tools and SEO auditing accounts is extremely high where there is no process for managing access and the transfer of access due to agency or employee changes.

What would happen if the person who manages your German programs can no longer work, is terminated quickly or abruptly leaves for another company or agency? Typically IT kills their email account; since many tools are now tied to email accounts, retrieving the password can be impossible once the account has been deleted.

It is important to have the discussion and maintain a log or some other sort of management system for your various accounts and tools around the world. I recommend companies create a generic email account with your company domain and/or also create a neutral account with Gmail as well.

You can use something easy such as “company name_search at” as the master account. Then you can give access to the tools to other employees and agencies via that account. This allows the access to expand past any individual employee or agency.

While no one wants to go into a new relationship expecting it to end, you do have to prepare in case it does. You may not need all of these issues detailed in your agreements but at least think about them and have contingencies in case they do arise.

Opinions expressed in the article are those of the guest author and not necessarily Search Engine Land.

Related Topics: Channel: SEO | Multinational Search


About The Author: is currently the President of Back Azimuth Consulting and co-author of Search Engine Marketing Inc. His personal blog is

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