How To Structure A Gentleperson's Linking Agreement

If you've decided, for whatever reason, to use a contract or other legal/quasi-legal document to regulate your relations with link partners, there are some things you should keep in mind.

The first, paradoxically, is simultaneously the most obvious and the easiest to forget: Contracts are legally binding on all parties who sign them.

Don't fall into the trap of thinking that because the contract was your idea it only applies to the other webmaster. Make sure every provision in the contract, whether you write it yourself or buy it from one of the many vendors offering linking agreements on the 'net, is something YOU -- as well as your link partner -- can live with.

A second point to remember is that linking contracts -- like many agreements between cyber-entities --usually have more in common with vaporware than with legally enforceable documents.

Distances between link partners are frequently great, crossing international as well as state borders. Monetary damages from things like someone refusing to put your link on the specific page they agreed to will be hard to establish, attorneys and filing fees are expensive. Even if you do operate in the same jurisdiction as the offending link partner, many, if not most states don't allow commercial contracts of this nature to be judged in small claims court.

So it's advisable to recognize going in that a linking contract, even if it is ironclad, notarized and otherwise valid and binding, is much more likely to serve in the breech -- as an understanding between two webmasters of good will -- than it is as a weapon in a courtroom.

That doesn't mean you can't successfully sue someone for breaking a linking contract, it simply means that the odds that a lawsuit will prove practical are slim.

At this point, we must point out that no one here at LinksManager is an attorney or in any way qualified to offer legal advice. Therefore, if you want a linking agreement you can potentially take and wave around in court, you should consult someone who is.

We do, however, have more than ten years experience in linking and link exchanging. So if you're interested in a few suggestions about some basic fairness concepts you might want to put into an informal, non-legally binding e-mail of understanding, read on.

First, consider what you're trying to accomplish. Almost always the benefits of initiating a quality, relevant link exchange will be one, two or all of the items below.

-- Drive traffic to your site.

-- Build you site's credibility and usefulness by providing end users with access to information they would not otherwise have.

-- Have a positive impact on your search-engine ranking and returns.

For this reason you certainly won't be interested in coming to an informal understanding -- or signing a legal contract, if you opt to go that route -- with a site that wouldn't make a relevant, compatible link partner. Before you get into negotiating any kind of agreement, you should have already decided that everything else being equal, you DO want to establish a link with that site.

Since you've already decided a link would be beneficial, logic says that the more simple, casual and plain-spoken you make the terms of the deal the more likely you are to get the link you want.

Complexity, in many small business situations, is often a deal breaker. Not because the terms are onerous, but because most small business owners have neither the time nor the legal training to wade through a bunch of whereas, jointly and singly, due diligence, exception clause, without prejudice, jurisdictional etc., etc. legal jargon.

Far better, if you've decided to forgo a legally enforceable, lawyer-approved contract in favor of an informal understanding, to think of "contract demands" as a short laundry list of requests.

Something like:

Dear Webmaster:

Thanks for your interest in linking your great site with mysite.com. I think this exchange will definitely help both us and our customers and am looking forward to establishing the link as soon as possible.

FYI, here's a list of things that I believe will benefit both of us ...

1. I'd like us to be able to specify or at least "strongly suggest" what link page category our respective links should appear under.

2. Your excellent article on dog grooming would be extremely useful to the customers of my online pet supply store, so I'd like your link on my site to go directly to that page on yours (yes that's called a Deep Link). Naturally, I'd be happy to allow you to deep link as well.

3. I think we should agree to post our links simultaneously and give each other 30 days notice before deleting or moving each other's link.

4. Let's make sure that end users can easily find the pages containing our links via our navbar.

5. I don't use robots.txt or NOfollow attributes to block search engines from my link pages and I'd like to be assured that you don't either.

Thanks very much, I'm really looking forward to your response to these suggestions and getting our links up and running.

Me

www.mysite.com

There you have it, a simple, declarative statement of policy that you and your link partner can refer back to if either of you suffers from a "memory lapse" regarding the terms of your link later on.

Naturally, your list of specific "requests" will almost certainly be different than our generic one.

You might, for example, specify that your link on the other site must point to a specific product page on your site rather than your home page. Or say something about how anchor text will be handled. If you're a LinksManager subscriber you could ask prospective link partners to host your LinkBlogs and offer to host theirs.

In all cases, your requests should be relevant to your site, business and personal concerns and, where reasonable, open to negotiation. Rejecting a perfectly good link because its webmaster simply doesn't believe in deep linking, for example, is silly.

Let's say something goes wrong a year down the road -- maybe LinksManager's automatic reciprocal and dead link checker reports that your link has disappeared from the other site -- what should you do?

First, send a friendly query letter (you can do this with LinksManager's Custom Mailers). It may be the other webmaster doesn't even know your link is down, strange things happen when sites are under maintenance or going back online after a crash.

If that doesn't work, you should ping him with a reminder that you had agreed on a 30-day link-removal notice.

What can you do if he doesn't respond to that? Not much except remove his link.

So why bother with the document at all

Truthfully, since we've never entered into such legal heavy relationships with our link partners, we haven't a clue. But that's us. We do see many sites publishing their rules for linking.

Your situation, like every business person's, is unique. This Linking School lesson, as its first sentence made clear, is for web operators who have "decided, for whatever reason, to use a contract ... ." The fact that we can't suggest what that "reason" might be doesn't mean that "Why bother with a document at all?" isn't a good question.

It just means you'll have to answer it for yourself.

Discuss this article in the LinkPartners.com Discussion Forums