Sales Development SDRs Template

SALES DEVELOPMENT SDRS TEMPLATE

This Sales Development Representative Services Agreement (the Agreement) is entered into by and between:

RECITALS

WHEREAS, Company operates in the business of marketing and sale of its products or services and desires to engage Provider to perform sales development activities to generate qualified leads, meetings, and pipeline opportunities in accordance with the terms of this Agreement; and

WHEREAS, Provider represents that it has the experience, personnel, and ability to perform sales development services, and is willing to accept engagement on the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality obligations, and other terms governing the relationship between them.

SCOPE OF WORK

Provider will perform sales development representative services which may include prospect research, cold outreach (email and telephone), qualification of inbound and outbound leads, booking qualified meetings for Company sales representatives, maintaining CRM records, and related administrative tasks as agreed in writing. Provider shall use commercially reasonable efforts to meet the performance metrics and reporting obligations set forth below.

PAYMENT TERMS

As full compensation for the Services rendered under this Agreement, Company will pay Provider in accordance with the following terms.

Late payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Provider is responsible for all federal and state taxes arising from compensation paid under this Agreement. Unless otherwise agreed in writing, Company will not withhold taxes on behalf of Provider.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated as provided below, shall continue until the End Date or until terminated by either party in accordance with this Section.

Start Date:     End Date:

Termination for cause may be effected by the non-breaching party if the breaching party fails to cure a material breach within the Cure Period after receipt of written notice specifying the breach. Upon termination, Provider will deliver to Company all work product and shall be entitled only to compensation earned through the effective date of termination, except as otherwise provided in this Agreement.

CONFIDENTIALITY

"Confidential Information" means non-public, proprietary, or commercially sensitive information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether disclosed orally, in writing, or electronically. Confidential Information includes, without limitation, customer lists, pricing, marketing plans, pipeline data, sales strategies, and technical information.

Receiving Party shall (a) hold Confidential Information in strict confidence, (b) not use Confidential Information except to perform its obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to employees or contractors with a need to know who are bound by confidentiality obligations no less protective than those herein. The obligations set forth in this section shall continue for years following termination or expiration of this Agreement.

INTELLECTUAL PROPERTY

All materials, data, reports, and tangible or intangible deliverables developed by Provider specifically for Company under this Agreement (collectively, the Work Product) shall be the exclusive property of Company. To the extent any such Work Product is not automatically assigned by operation of law, Provider hereby assigns and transfers to Company all right, title and interest in and to such Work Product, including all intellectual property rights therein. Provider shall execute such documents and take such actions as reasonably requested by Company to effectuate this assignment.

INDEPENDENT CONTRACTOR; NON-SOLICITATION

Provider shall perform the Services as an independent contractor and not as an employee, agent, or partner of Company. Provider will not be entitled to employee benefits from Company and is solely responsible for payment of all taxes and withholdings arising from compensation under this Agreement.

During the term of this Agreement and for a period of months following termination, Provider shall not directly solicit or hire Company employees or induce Company customers or prospects introduced by Provider to terminate or materially reduce their business with Company.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of this Agreement.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this section.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. The parties acknowledge that monetary damages may be inadequate to remedy a breach of confidentiality or misuse of Work Product and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies.

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