Business OBDP Template

Business OBDP Template

Parties

Client Name:

Individual Corporation LLC Partnership Other

Service Provider Name:

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Client desires to engage Service Provider to perform an Outbound Business Development Program ("OBDP") designed to identify, engage, and convert prospective customers in accordance with the terms in this Agreement; and

WHEREAS, Service Provider represents that it has the personnel, experience, and capability to perform the services described herein and agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the scope, compensation, term and other terms and conditions governing the relationship between them.

Scope of Work

Service Provider shall perform the services described below and in any Statement of Work incorporated into this Agreement. The services shall include lead generation, outreach campaigns, qualification of prospects, appointment setting, reporting, and related business development activities as further detailed by the parties.

Payment Terms

Client agrees to pay Service Provider the fees and reimbursements set forth below in consideration for the services rendered under this Agreement. Unless otherwise stated, all fees are payable in U.S. dollars.

Late payments shall incur interest at a rate of % per month or the maximum permitted by law, whichever is less, calculated from the date payment was due until paid in full.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the End Date unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach if such breach remains uncured for 15 days following written notice specifying the breach.

Confidentiality

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information includes business plans, customer lists, pricing, methods, strategies, leads and technical information.

Receiving party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information solely to perform under this Agreement, and (c) restrict disclosure to employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that (i) was lawfully in the public domain at the time of disclosure, (ii) becomes part of the public domain other than through a breach of this Agreement, (iii) was rightfully known to the receiving party prior to disclosure, or (iv) is independently developed without use of the disclosing party's Confidential Information.

Upon termination or upon request of the disclosing party, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that it has done so. The obligations of confidentiality survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement, including any incorporated Statements of Work or schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Independent Contractor. Service Provider is an independent contractor and neither party shall be deemed the agent, employee or legal representative of the other for any purpose. Service Provider shall be responsible for all taxes and other statutory obligations arising from compensation paid under this Agreement.

Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or similar corporate transaction provided the assignee assumes all obligations hereunder.

Remedies. The parties agree that a breach of Section "Confidentiality" would cause irreparable harm for which monetary damages may be insufficient and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or equity.

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