BDR Sales Agreement

BDR SALES AGREEMENT

This BDR Sales Agreement (the Agreement) is made and entered into as of Effective Date: by and between Company Name: , with principal place of business at , and Business Development Representative (BDR) Name: , residing at .

RECITALS

WHEREAS, Company is engaged in the business of selling its products and/or services and desires to engage BDR to identify, develop and qualify prospective customers and sales opportunities on the terms set forth herein; and

WHEREAS, BDR has represented that BDR has the capability, experience and contacts necessary to perform business development and lead generation services for Company and is willing to perform such services as an independent contractor; and

WHEREAS, the parties desire to set forth the respective rights and obligations of the parties with respect to lead generation, sales qualification and related activities.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. APPOINTMENT; RELATIONSHIP

1.1 Appointment. Company hereby engages BDR, and BDR accepts such engagement, to act as a non-exclusive business development representative for the products and services specified in the Commission Schedule. BDR shall perform services as an independent contractor and not as an employee, partner or agent of Company. BDR shall have no authority to bind Company except as expressly set forth in a signed writing.

2. DUTIES OF BDR

2.1 Services. BDR shall use commercially reasonable efforts to identify and qualify prospective Customers, to generate leads, to conduct outreach in accordance with Company policies, and to timely record all activities and contacts in Company’s designated CRM. BDR shall comply with applicable laws and Company’s written sales and privacy policies.

2.2 Reporting. BDR shall submit weekly activity reports and a monthly summary of qualified opportunities to Company in the form reasonably required by Company.

3. COMPENSATION; COMMISSIONS

3.1 Commission Rate. Company shall pay BDR a commission equal to of Net Revenue from Sales to Customers procured by or directly attributable to BDR in accordance with the terms of this Agreement and the Commission Schedule.

3.2 Definitions. "Net Revenue" means gross amounts invoiced to Customer for Products and Services less reasonable discounts, returns, credits and sales taxes actually refunded or credited to Customer. Commissions shall be calculated on Net Revenue collected by Company.

3.3 Payment Timing. Commissions shall be payable within days after receipt of cleared funds from Customer. Company may withhold commissions attributable to any amounts disputed or under investigation until resolution.

3.4 Clawback. If any Customer payment is refunded, rescinded, or subsequently credited to Customer, Company may deduct the corresponding commission from future payments due to BDR. BDR shall repay any overpayments within thirty (30) days of written demand.

3.5 Commission Schedule. The parties shall attach or complete the Commission Schedule describing products/services covered, commission tiers, accelerators and exclusion categories below:

4. SALES TARGETS AND QUOTAS

4.1 Targets. The parties may from time to time agree in writing to sales targets, quotas or minimum activity requirements. Failure to meet targets shall not, without more, constitute cause for termination unless set forth in a written amendment executed by both parties.

5. EXPENSES

5.1 Reimbursement. BDR shall be responsible for all expenses incurred in performing services unless Company expressly approves reimbursement in writing in advance. Reimbursable expenses shall require submission of receipts and shall be reimbursed in accordance with Company’s expense policy.

6. TERM AND TERMINATION

6.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of months, and shall thereafter automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

6.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within fifteen (15) days following written notice.

6.3 Termination Without Cause. Either party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. Termination shall not relieve Company of its obligation to pay commissions earned prior to termination subject to Section 3.4.

7. CONFIDENTIALITY

7.1 Confidential Information. BDR will have access to confidential and proprietary information of Company, including customer lists, pricing, product roadmaps and sales strategies ("Confidential Information"). BDR shall not disclose or use Confidential Information except as necessary to perform obligations under this Agreement.

7.2 Survival. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, or longer if required by applicable law for trade secrets.

8. NON-SOLICITATION

For a period of months following termination, BDR shall not, directly or indirectly, solicit or attempt to solicit Company’s active customers for substantially similar products or services. This restriction shall apply only to customers with whom BDR had direct, documented contact during the twelve (12) months prior to termination.

9. INTELLECTUAL PROPERTY; LEADS

9.1 Work Product. All work product, deliverables, leads and customer data developed or collected by BDR in connection with this Agreement are the sole and exclusive property of Company. BDR hereby assigns all right, title and interest in such work product to Company.

9.2 Use of Marks. BDR may use Company’s trademarks, trade names and marketing materials only with Company’s prior written consent and in accordance with any trademark usage guidelines provided by Company.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

11. INDEMNIFICATION

11.1 BDR Indemnity. BDR shall indemnify and hold harmless Company from and against any third party claims arising out of BDR's gross negligence, willful misconduct, breach of confidentiality, or violation of applicable law in the performance of services.

11.2 Company Indemnity. Company shall indemnify and hold harmless BDR from and against any third party claims arising from Company’s breach of this Agreement or Company’s gross negligence or willful misconduct.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 7 (CONFIDENTIALITY) OR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID OR PAYABLE TO BDR UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the party’s address set forth below or such other address as either party may specify in writing in accordance with this Section.

14. AMENDMENTS; WAIVER

Any amendment to this Agreement must be in writing and signed by duly authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its choice of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Commission Schedule and any written attachments signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures and scanned copies of signatures shall be deemed original for all purposes.

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