Sales Development Representative Agreement

SALES DEVELOPMENT REPRESENTATIVE AGREEMENT

This Sales Development Representative Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Company is engaged in the business of offering products and services described herein and desires to identify, develop and convert qualified sales opportunities; and

WHEREAS, Representative has expertise and experience in sales development activities and is willing to perform such services for Company on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope of Representative's activities, compensation, confidentiality obligations and other terms governing their relationship.

1. SCOPE OF WORK

Representative shall perform sales development services reasonably assigned by Company, which may include lead qualification, outbound prospecting, appointment setting, market research, CRM updates and handoff to Account Executives ("Services"). Representative shall use commercially reasonable efforts to perform the Services in a professional manner and in the best interests of Company.

2. COMPENSATION AND PAYMENT TERMS

Company shall compensate Representative as follows. Payment shall be made in U.S. dollars and subject to applicable withholding where required by law.

In the event any payment due to Representative is more than days past due, Company shall pay a late fee of per month on the outstanding amount, together with any collection costs and reasonable attorneys' fees incurred by Representative in enforcing payment.

3. TERM AND TERMINATION

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

Either party may terminate this Agreement without cause upon written notice to the other party delivered at least days prior to the effective date of termination. Company may terminate for cause immediately upon written notice if Representative materially breaches any provision of this Agreement and fails to cure within 10 days after receipt of written notice of such breach.

Upon termination, Representative shall promptly deliver to Company all materials, work product, leads, contact information and other property of Company and shall be entitled only to compensation earned and payable as of the effective date of termination, subject to any applicable clawback provisions expressly set forth in this Agreement.

4. CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by Company to Representative, whether orally, in writing or by inspection of tangible objects, including but not limited to customer lists, pricing, product roadmaps, business plans, marketing strategies, sales pipelines and technical information. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of Representative; (b) was rightfully known to Representative prior to its disclosure by Company; (c) is rightfully obtained by Representative from a third party without breach of an obligation of confidentiality; or (d) is independently developed by Representative without use of Company's Confidential Information.

Representative shall (i) hold Confidential Information in strict confidence, (ii) not disclose Confidential Information to any third party except as required to perform Services under this Agreement and subject to written confidentiality obligations at least as protective as those herein, and (iii) not use Confidential Information for any purpose other than performing the Services. These obligations shall survive termination of this Agreement for a period of two (2) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

5. INDEPENDENT CONTRACTOR

Representative acknowledges and agrees that Representative is an independent contractor and not an employee, agent, partner or joint venturer of Company. Representative is solely responsible for all taxes, insurance, benefits and other obligations arising from the performance of the Services. Representative shall have no authority to bind Company except as expressly authorized in writing.

6. NON-SOLICITATION

During the Term and for a period of six (6) months following termination, Representative shall not, directly or indirectly, solicit or attempt to solicit any customer or employee of Company with whom Representative had material contact in the twelve (12) months prior to termination, for the purpose of providing products or services that are competitive with those offered by Company.

7. INTELLECTUAL PROPERTY; WORK PRODUCT

All work product, inventions, discoveries, developments, data, reports, software and materials created by Representative in connection with the Services (collectively, "Work Product") shall be the exclusive property of Company. Representative hereby assigns to Company all right, title and interest in and to the Work Product and shall execute such documents as may be necessary to effectuate such assignment.

8. WARRANTIES; INDEMNITY

Representative represents and warrants that (a) Representative has the right to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner; and (c) Representative's performance will not infringe third-party rights. Representative shall indemnify, defend and hold Company harmless from and against any losses, liabilities, damages and expenses arising from Representative's breach of this Agreement, negligence, willful misconduct or infringement of third-party rights.

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 courts located in that state for any dispute arising under this Agreement.

10. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

11. SEVERABILITY; REMEDIES

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy certain breaches and agree that either party may seek injunctive relief or specific performance in addition to any other remedies available at law or in equity.

12. NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as a party may designate by notice delivered pursuant to this Section.

SIGNATURES

Sign Now