This is not legal advice — take the document to someone qualified in your jurisdiction. It is a description of what tends to be in these agreements, which parts are conventional, which are worth pushing on, and which are worth accepting even though they look unfavourable.
1. Minimum term
Convention: three months, sometimes six.
Three is reasonable and worth understanding rather than fighting. Outreach sent in month one publishes in month two and becomes measurable in month four. A one-month agreement tests the sales process, not the work.
Six months is worth pushing back on unless the scope genuinely justifies it — a linkable asset build or a profile remediation programme, for instance. Twelve months with no exit is a term to decline.
2. Notice period
Convention: 30 days after the minimum term.
Thirty days is normal and reflects the fact that pitches already sent cannot be recalled. Sixty is pushing it. What matters more than the length is what happens to work in flight: placements already commissioned should still be delivered and still be billable, and that should be written down.
3. Billability — the clause that matters most
What you want: a placement is billable only once it is live, indexed, verified and recorded.
This single clause reallocates most of the execution risk in the engagement. Without it, you can be invoiced for outreach sent, drafts written or placements "secured" — none of which are links.
The corollary is worth accepting in return: if a month underdelivers, the shortfall carries forward rather than being refunded. That is fair. Editorial timelines are genuinely unpredictable and a good month often follows a slow one.
4. Replacement warranty
What you want: twelve months' monitoring, free replacement on removal, no-follow flip, de-indexation or 404.
Links disappear. Sites get sold, editors prune, contributors leave and their archives go with them. A contract with no clause covering this places the entire decay risk on you.
Expect one carve-out, and accept it: breakage caused by your changes — deleting the linked page, migrating without redirects, restructuring URLs — is not the agency's to fix.
| Trigger | Should be covered |
|---|---|
| Link removed by publisher | Yes |
| Switched to no-follow | Yes |
| Page de-indexed or 404 | Yes |
| Publisher goes offline | Yes |
| You deleted the target page | No — reasonably |
5. Category exclusivity
What you want: one client per direct competitive category, defined narrowly, in writing.
Get the definition specific. "We won't work with your competitors" is unenforceable; "we will not work with another vendor whose primary product is customer support ticketing software" is a clause.
Expect resistance from larger agencies, whose economics depend on category depth. Their refusal is not evidence of bad faith — but you should then ask directly who else in your space they work with, and weigh it.
6. Intellectual property and what you keep
What you want: content you paid for, gap analyses and prospect lists transfer to you on payment.
This is the clause most often left vague, and the vagueness is rarely accidental. If your gap analysis and target list remain the agency's property, you are renting your own strategy — and switching agencies means paying someone else to rebuild it.
What the agency reasonably keeps: scoring models, internal tooling, prospect databases assembled across all clients, and methodology. That distinction is fair. Push on the first half; concede the second.
7. Disclosure of paid placements
What you want: every placement involving payment labelled as such in the reporting.
Some placements are paid. Round-up inclusions typically run $350–$750, and that is a normal cost of doing business in this category. What is not acceptable is not knowing which ones. You may have regulatory, brand or investor reasons to care, and you cannot exercise judgement about a fact you have not been given.
Two clauses that should be non-negotiable — from the agency's side
No guaranteed rankings. If an agency will contractually guarantee a position, either they are planning to target keywords nobody searches, or the guarantee is unenforceable theatre. A refusal here is the correct answer and should reassure you.
Right to decline a placement. The agency should retain the right to refuse a domain you request. If you can compel purchases, the standard is now yours to maintain — and you are paying for a standard.
The clause almost every contract omits
What happens if you get a manual action. Nobody wants this paragraph in the document, which is exactly why it should be there. Specify: the agency assists with reconsideration at no charge, provides a full record of every placement made during the engagement, and cooperates with any disavow process — for a defined period after the contract ends.
You are unlikely to need it. Writing it down changes the incentives during the engagement, which is the point.
Payment terms, briefly
Monthly in advance is standard and reasonable — the agency commits to publisher costs before you see anything. Net 14 or net 30 both appear. What is worth avoiding is quarterly prepayment with no break clause, which converts a three-month minimum into a three-month lock.
The best test of a contract is not whether it protects you when things go well. It is whether either party can leave cleanly at month five without a dispute about who owns what.
A short checklist
- Minimum term of three months, not twelve
- Thirty days' notice, with in-flight work honoured both ways
- Billable only when live, indexed and verified
- Twelve-month replacement warranty with reasonable carve-outs
- Category exclusivity, narrowly defined
- Content, gap analysis and prospect list transfer on payment
- Paid placements disclosed in reporting
- Manual-action cooperation clause
- No ranking guarantees — and be suspicious if offered