Sales Support Document Template

Sales Support Document Template

Parties and Effective Date

Effective Date:

Recitals (WHEREAS)

WHEREAS, Client is engaged in the business of marketing and selling products and services and requires support for lead engagement, proposal preparation, and customer-facing sales activities; and

WHEREAS, Provider has expertise and resources necessary to perform sales support services described in this Agreement and is willing to provide such services to Client on the terms set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the sales support services to be provided by Provider to Client.

Scope of Work

Provider shall perform the sales support services described below. The services shall include all activities necessary to deliver the deliverables and milestones set forth in this Section, and shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

In consideration of the services performed by Provider, Client shall pay Provider the fees and reimburse expenses in accordance with this Payment Terms section. All amounts are in United States dollars unless otherwise specified.

Unless otherwise agreed in writing, Provider shall invoice Client in accordance with the Payment Schedule. Client shall pay each undisputed invoice within the period specified in the Payment Schedule following receipt. Disputed portions of an invoice shall be resolved promptly and the undisputed portion shall be paid when due.

Term and Termination

This Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated as provided herein.

Upon termination, Client shall pay Provider for all services performed and approved deliverables delivered through the effective date of termination and for any non-cancellable obligations incurred by Provider prior to termination. Sections that by their nature survive termination shall remain in effect.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose or use except in performance of its obligations under this Agreement any Confidential Information of the other party (the "Disclosing Party"). "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonable parties would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information does not include information that is (a) publicly known through no breach by the Receiving Party, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the Disclosing Party's Confidential Information.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against all third-party claims, liabilities, damages and expenses arising out of the indemnifying party's gross negligence, willful misconduct, or breach of its obligations under this Agreement. Neither party shall be liable for consequential, incidental, special or punitive damages except for liability arising from willful misconduct or gross negligence.

Governing Law and Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by the courts located in the chosen state unless the parties agree otherwise in writing.

Entire Agreement and Amendments

This Agreement, including any attachments and statements of work incorporated by reference, 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. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to an affiliate or in connection with a merger, sale of substantially all of its assets, or corporate reorganization. If any provision is held unenforceable, the remainder of the Agreement will remain in full force and effect.

Acceptance

By signing below, each party represents that it has the authority to enter into this Agreement and agrees to be bound by its terms. The persons signing below warrant that they are authorized representatives of their respective parties.

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