Business Conquesting Document

BUSINESS CONQUESTING DOCUMENT

This Business Conquesting Document (the Agreement) is entered into as of , by and between:

Service Provider Name:   Principal Place of Business:

Client Name:   Principal Place of Business:

WHEREAS

WHEREAS, Service Provider is experienced in targeted business development, competitor conquesting strategies, and direct outreach to prospective customers for the purpose of acquiring new accounts; and

WHEREAS, Client desires to engage Service Provider to perform business conquesting services to solicit, qualify, and procure new accounts (including direct solicitation of competitor customers) in accordance with the terms and conditions set forth herein; and

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

1. SCOPE OF WORK

Service Provider shall perform conquesting and business development activities as described below. The work shall include targeted outreach, lead generation, prospect qualification, presentation support, and conversion assistance as reasonably necessary to obtain new accounts for Client.

2. PAYMENT TERMS

In consideration for the Services, Client shall pay Service Provider as set forth below. Payment obligations are independent of the ultimate success of individual solicitations unless otherwise specifically stated in this Agreement.

3. TERM AND TERMINATION

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the nature of the breach. Termination does not relieve Client of the obligation to pay all fees and expenses accrued through the effective date of termination.

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means any non-public business, technical, financial, customer, pricing or marketing information disclosed by one party (Disclosing Party) to the other party (Receiving Party), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement by Receiving Party; (ii) is obtained by Receiving Party without restriction from a third party having the right to disclose it; or (iii) was independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

Upon termination or written request, Receiving Party shall return or destroy Confidential Information and certify in writing the return or destruction, provided that Receiving Party may retain one archival copy to comply with its legal and regulatory obligations.

5. REPRESENTATIONS; INDEPENDENT CONTRACTOR

Each party represents and warrants that it has the power and authority to enter into this Agreement and perform its obligations hereunder. Service Provider is an independent contractor and not an employee or agent of Client. Service Provider shall not be entitled to any employee benefits from Client and shall be responsible for all taxes and other statutory obligations arising from fees paid hereunder.

6. COMPLIANCE; ETHICS

Service Provider shall conduct all conquesting activities in compliance with applicable laws, regulations, and ethical standards, including but not limited to truthful representation and proper handling of competitor information and customer data. Service Provider shall not engage in unlawful or deceptive practices in connection with performance under this Agreement.

7. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability for any claim arising out of this Agreement shall be limited to the amounts paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

8. GOVERNING LAW

The parties agree that the laws of the state entered above shall govern all disputes arising from or relating to this Agreement, without regard to conflicts of law principles.

9. ENTIRE AGREEMENT; AMENDMENT

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

10. NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be effective unless in writing signed by the waiving party.

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