Business Services SDR

BUSINESS SERVICES SDR AGREEMENT

This Business Services SDR Agreement (the Agreement) is made and entered into as of by and between Company Name: (the Company), and Service Provider Name: (the Service Provider). Company and Service Provider are each a Party and together the Parties.

WHEREAS

WHEREAS, the Company markets products and services to business customers and requires qualified sales development activities to identify and qualify prospective customers; and

WHEREAS, the Service Provider has experience and expertise in sales development representative (SDR) activities, including lead generation, outbound outreach, appointment setting, and lead qualification; and

WHEREAS, the Parties desire to set forth the terms under which the Service Provider will perform SDR services for the Company.

1. SCOPE OF WORK

The Service Provider shall perform SDR services as described below and in any mutually executed addenda. Services will include outreach, lead qualification, appointment setting, CRM updates, and regular reporting to Company representatives. The Service Provider shall perform services in a professional manner consistent with industry standards.

2. PAYMENT TERMS

As full compensation for the services rendered under this Agreement, the Company will pay the Service Provider in accordance with the terms set forth below.

3. TERM AND TERMINATION

This Agreement will commence on and will continue until unless earlier terminated in accordance with this Section.

Either Party may terminate this Agreement without cause upon written notice delivered days prior to the effective date of termination. Either Party may terminate immediately for material breach that remains uncured after ten (10) days' written notice, for bankruptcy or insolvency of the other Party, or for willful misconduct.

Upon termination, the Service Provider shall deliver all work product and Company materials and shall deliver a final invoice for all accrued, unpaid amounts. The obligations in Sections concerning Confidentiality, Intellectual Property, Indemnification, and Governing Law survive termination.

4. CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public information disclosed by one Party to the other, whether orally, in writing or by inspection, that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes customer lists, pricing, go-to-market strategies, prospect data, leads, sales pipelines, and technical or business information.

The receiving Party shall (a) not disclose Confidential Information to any third party except as permitted herein, (b) use Confidential Information solely to perform its obligations under this Agreement, and (c) protect 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. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving Party, was rightfully received from a third party without restriction, was independently developed, or is required to be disclosed by law (provided the disclosing Party is given prompt notice and opportunity to seek protective measures).

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality and that the non-breaching Party may seek injunctive relief in addition to other remedies.

5. INTELLECTUAL PROPERTY; WORK PRODUCT

Except as expressly set forth herein, all work product, deliverables, leads, prospect data, and materials prepared by the Service Provider specifically for the Company under this Agreement (Work Product) shall be the exclusive property of the Company. To the extent any rights in Work Product do not automatically vest in the Company, the Service Provider hereby assigns to the Company all right, title and interest in and to such Work Product.

The Service Provider retains ownership of its pre-existing intellectual property and tools; the Service Provider grants the Company a non-exclusive, royalty-free license to any pre-existing materials embedded in Work Product to the extent necessary for the Company to use the Work Product.

6. INDEPENDENT CONTRACTOR; TAXES

The Service Provider is an independent contractor and not an employee, agent, or partner of the Company. The Service Provider is solely responsible for payment of all federal, state and local taxes, insurance premiums and other obligations arising from compensation paid hereunder. The Service Provider has no authority to bind the Company except as expressly authorized in writing.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party agrees to indemnify, defend and hold harmless the other Party from and against third-party claims arising out of that Party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from breach of confidentiality, indemnification obligations, or willful misconduct, neither Party will be liable for consequential, incidental, punitive or special damages. The aggregate liability of each Party to the other for any claim shall not exceed the total compensation paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

8. NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate in writing.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any schedules and attachments executed by the Parties, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

11. MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties acknowledge that they have had an opportunity to review this Agreement with counsel and that any ambiguities shall not be construed against either Party as drafter.

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