A client that I do a lot of work for recently decided that
they want to try their luck with an SEO company. I should
appologize up-front if anyone in gopher-space works for or
owns such a company, because my feelings toward them are
not really very pleasant, nor are they necessarily fair.
I've seen, over the years, far too many snake-oil[1] sales
people and fraudulent companies in the SEO industry. I'm
so certain of my prejudice that I won't even attempt to
defend or justify it; everyone must see these companies
just as clearly as I do for what they are. Maybe.
In any case, I agreed to help them interface with this
company, and this morning we had a 2hr conference call with
several members of the company's various teams: the social
media guru, the organic SEO specialist, the account manager
and perhaps some others that I can't recall.
During that call, my client forwarded me an email, which
was requesting "all administrative access" to all of our
online presence. Wow. I interrupted everyone on the call
and asked them to tell me specifically what kind of access
they needed. The account manager, bless her heart, didn't
really seem to even know what I was talking about. She
threw out the acronym "ftp" a few times almost as if it
were a magical talisman that would make me think she was
technical.
At the end of my grilling, they agreed that they would only
need FTP and MySQL access. Ok, fine. But the databases
house all of my client's sensitive data, such as customer
lists, etc. So I told her they would have to sign an NDA
first. She seemed to recognize that my request would have
to go to her legal department.
Fast-forward (you don't really want me to type up notes of
a two-hour SEO meeting, do you?) to afterward, when I sent
our NDA over to their legal. No response, instead, they
send me a request to e-Sign *their* NDA for *our* data. Yes
you read that right, our NDA for our data wasn't good
enough for their legal, we needed to sign their NDA for
our data.
Granted, there were two signature lines. But their line on
that form hadn't been signed yet. We were to sign first,
apparently.
I emailed immediately back and noted that if they wanted to
start work on the agreement with their boilerplate that was
fine, but they would need to send me an editable version
(the e-Sign version wasn't even something you could copy/
paste.)
Then my phone started to ring.
Now, I'm just ranting at this point, but I absolutely hate
it when I email someone and they immediately call me back
to address the email. Especially when it's in relation to
a multi-party legal issue (myself, the SEO company, and
my client are all involved.) If I wanted to chit-chat
about it, I would have called. If I want a clear and simple
record of what is said and decided upon, I'll write an
email and include everyone on it. I'll usually ask people
specifically to "Reply All," since that is something so
many people struggle with...
After ignoring the call then immediately sending two emails
to the account manager and the legal rep, I got a reply
where the legal rep grudgingly agreed to "listen to my
comments and see what he could work with."
Now, I'm not a lawyer, but I used to do contract
negotiation for my dept in a fortune 100 company; I've gone
over my share of contracts, and I've completed my share of
NDAs. I've got enough experience to know that: 1) we can
certain set the terms of the NDA for our own data; and, 2)
any agreement is up for negotiation as long as it isn't
signed yet.
Instead of comments, I re-wrote their boilerplate to grant
my client the things that were in the original NDA that we
sent over, and I documented each change with justification
in another document. It's their boilerplate, which may make
them feel better, but it's our terms. Well, it's my terms
on behalf of my client.
I expect to hear back tomorrow morning, and their response
will be telling, in my opinion. After all, the only thing
we're asking for is some assurance that they're not going
to roundly abuse our confidential data. If they had nothing
to hide about their planned behavior, why hesitate to sign
a simple NDA? If they refuse, or attempt to neuter the
agreement again, then I will suggest to my client that this
is perhaps not a good company to work with.
And sadly, my client will probably say "ah shucks, just
sign whatever they ask for and let's get this done."
I'm being flippant of course- my client has made a pretty
good living at their business, so they aren't dolts. But
they don't really have a solid understanding of legal
issues- even simple ones- and they're far too trusting.
They had major tax issues this past year, going back
several years, because of an accountant that was barred
from practicing in their state, but whome they trusted
blindly.
My guess, if the company refuses to sign a decent NDA, is
that I'll be working with them on snake-oil projects for
the next six months while they drain my client of dollars
that they could be investing in more worthwhile projects.
And since I'm getting paid to help, I'll have to do it
with a smile.
Hopefully they actually are an upright, honest, hard-
working SEO company that just wants to cultivate a solid
working relationship and mine-out convertable keywords
that they can help push into better ROI, which will let
us scale up to a more powerful marketing strategy. That's
what they said they wanted to do... maybe they're telling
the truth, and we've got nothin' to worry about.
[1]
gopher://gopherpedia.com:70/0/Snake%20oil
