Step 1: Understand the Business Model
My  first goal when considering a new contract is to get a good  understanding of a company's business - how they earn revenue, what  their current sales look like, how they get leads through the web, etc.  We always sign an NDA first, then typically spend an exploratory 15-45  minutes on the phone together. I need to know how their sales process  operates online if I'm going to help, and there are plenty of times when  this conversation will end with a referral, oftentimes because I'm not  comfortable working with what essentially turns out to be an affiliate  marketer, or because I think we won't be able to provide a high level of  value.
Step 2: Give them My Honest Opinion
Either  during the exploratory phone call, or after I've spent some time  investigating their site, their competition and the industry I'll share  my take on a potential partnership. This is the start of what I'd call  "the pitch" - I explain to them where I see opportunity, return on  investment, weaknesses in the search results and tactics that other  companies have failed to exploit. Oftentimes, I'll lay out a strategy or  give specific ideas - ads to buy, places to get links, articles or  blogs to write, etc. I find that the more I ideas I generate over the  phone, the more excited the client is about the possibilities. It runs  both ways, actually - if I'm pumped up about a project and see lots of  room to improve and gain market share, I usually start running through  ideas one after the other in a swell of passionate SEO-marketing-speak.  It sounds corny, but I think that people get really engaged when they  can tell you're excited about making them money.
The flip side of this is when my opinion runs counter to their hopes. Sometimes, even once we've progressed to this level of dialogue, I'll let the client know that I think they're flatlining. In some cases, I tell them they need to get some business strategy advice before they can make an online success, and in other cases I talk to them about starting from scratch - building a new site with new content foci and a new way of selling their products or services. Many times, these become our biggest clients (6 figures+).
Step 3: Hammer out a Rough Proposal
With  almost every client who doesn't have a very specific need (like a day  of on-site training or a block of ten consulting hours), I offer to send  them an email with a list of tasks we'll perform, an outline of the  timeframe for delivery and a cost schedule. It might look something like  this:
Deliverables:
 Keyword Research Report Site Review Report Competitive Analysis Report Analytics Recommendations Report On-Site TrainingPricing & Schedule:
 Total Contract Price: $50,000 Contract Period: 3 months Day 1 - Contract Signing - $15,000 Day 30 - Delivery of Keyword Research & Competitive Analysis Report - $15,000 Day 60 - Delivery of Site Review & Analytics Recommendations - $10,000 On-Site Visit and Training (between delivery of site review & end of contract, schedules permitting) Day 90 - $10,000
I send this to the client via email and they send me something back - either a full approval or modifications to make it fit with their needs/budget/timeframe.
Step 4: References
Between 1/4 and 1/3  of our new clients request references, either direct names and contact  information of people they can speak to about our work, or just the list  of companies we've done work for. This is one of the most frustrating  parts of my job, because although we have a good number of clients who  are happy to give referrals, more than 75% of our clients don't allow us  to reveal their names publicly or let people know that we've done work  for them. Fully half of these private few don't even allow us to mention  them privately to potential clients under NDA. Grrrrrr.... I'm  literally considering offering a 10-15% discount for clients who agree  to have us publicize our work for them.
Step 5: Legal & Payment
Luckily,  this is the part of the process I can distance myself from. Once the  client and I have agreed to the contract's general terms, I hand it over  to Gillian, who constructs the formal contract, works with the client's  legal team to put the finishing touches in place and sets up payment  systems. We don't have payment terms, per se, but our contracts are  strict about ensuring that the payment must take place for work to  continue, so we don't run into situations where we're working without  payment.
If this all sounds too easy, that's because it really is. We are incredibly lucky to have a high profile and high demand for our services. Several years ago, we pitched contracts and RFPs just like any other firm and it was ugly. Competing on price, sweating over details, being bullied into taking a loss and walking away from a signed document with a queasy feeling was all too regular. It's one of the reasons we're taking steps now to insure we have additional streams of income outside the client services model - I never want to return to those dark days.