Appointment Setting Agreement

APPOINTMENT SETTING AGREEMENT

This Appointment Setting Agreement (the "Agreement") is made and entered into as of by and between Client Name: and Appointment Setter Name: .

RECITALS

WHEREAS, Client is engaged in the business of providing products and/or services and wishes to engage the Appointment Setter to generate, qualify and schedule sales appointments with prospective customers on Client's behalf under the terms set forth herein;

WHEREAS, Appointment Setter has represented that it has the experience, personnel, and systems necessary to perform appointment setting services and will perform those services as an independent contractor in accordance with this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Appointment Setter will provide appointment setting services to Client.

SCOPE OF WORK

Appointment Setter shall use commercially reasonable efforts to identify, qualify and schedule sales appointments for Client with prospective customers that meet the qualification criteria set by Client. An "Appointment" is a confirmed meeting (in-person, telephonic, or video) between a qualified prospective customer and a designated Client representative, scheduled at a mutually agreed date and time.

PAYMENT TERMS

Client shall pay Appointment Setter in accordance with the following fee structure and schedule. Fees are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at the rate specified above or, if no rate is specified, at 1.5% per month on the outstanding balance, plus reasonable collection costs and attorneys' fees incurred by the non-defaulting party.

TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination will not relieve Client of its obligation to pay fees for Services performed prior to termination.

CONFIDENTIALITY

Each party acknowledges that in the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means all non-public business, technical, marketing and financial information disclosed by a party. Recipient shall (a) protect the confidentiality of the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors on a need-to-know basis who are bound by confidentiality obligations no less restrictive than those contained herein. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as such information qualifies as a trade secret under applicable law.

INDEPENDENT CONTRACTOR; NON-SOLICITATION

Appointment Setter is an independent contractor and not an employee, agent, partner or joint venturer of Client. Appointment Setter shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort. For the term of this Agreement and for twelve (12) months thereafter, Appointment Setter shall not directly solicit, hire or attempt to employ Client's employees whose employment was known to Appointment Setter as a result of performing services under this Agreement.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from its breach of this Agreement, gross negligence or willful misconduct. Except for indemnity obligations and breaches of confidentiality, neither party shall be liable for consequential, special, incidental or punitive damages. The aggregate liability of either party for direct damages shall not exceed the fees paid or payable by Client to Appointment Setter under this Agreement in the six (6) months preceding the event giving rise to liability.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder must be in writing and addressed to the parties at the addresses specified below or at such other address as may be designated by a party by written notice to the other party.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid provision that achieves, to the extent possible, the original economic, legal and commercial objectives of the invalid provision. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or a merger.

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