This Pay from Profits Agreement (the “Agreement”) is entered into as of the date of acceptance by and between RemoteReps247 (the “Company”) and the undersigned client (the “Client”), both of whom agree to be bound by this Agreement.
1.1. Confidential Information: Any information, technical data, or know-how, including but not limited to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, or finances, which is designated as confidential or proprietary.
1.2. Qualified Appointment: An appointment set up by the Company with a key decision-maker at a potential customer of the Client, where the potential customer has a genuine interest in the Client’s products or services and is likely to result in a potential business opportunity for the Client.
1.3. Total Contract Value: The total value of a contract between the Client and a customer, including any recurring or staggered payments over the duration of the contract.
2.1. This Agreement shall commence on the date of acceptance and continue for a period of thirteen (13) months (the “Initial Term”), unless terminated earlier in accordance with the provisions herein.
2.2. The Agreement may be renewed for additional terms of thirteen (13) months each upon mutual written agreement of the Parties.
3.1. The Company shall provide the Client with qualified appointments with key decision makers, as per the terms of this Agreement.
3.2. The Company shall make reasonable efforts to generate leads and set up meetings with potential customers for the Client’s products or services.
3.3. The Company shall provide the Client with regular updates on the progress of the lead generation and appointment setting efforts.
4.1. Setup Fee: The Client shall pay a one-time setup fee upon execution of this Agreement. This fee is refundable only if the Company fails to set up at least twelve (12) qualified appointments by the end of the Initial Term.
4.2. Refund of Setup Fee: If the Company does not set up at least twelve (12) qualified appointments by the end of the Initial Term, the Client shall be entitled to a full refund of the setup fee. The refund shall be processed within thirty (30) days of the end of the Initial Term, provided that the Client has not canceled the Agreement prior to the end of the term.
4.3. Commission: If the Client closes any deals with customers introduced through the leads or appointments provided by the Company, the Client shall pay the Company a commission of between 5-10% of the Total Contract Value. The commission shall be paid within three (3) months of the Client’s contract signing with the customer, as per the agreed terms mentioned on the invoice payment.
4.4. Staggered or Recurring Payments: If the Client’s contract with the customer is for more than six (6) months, has multiple milestones, or involves recurring payments, the Client shall pay the Company 50% of the commission within 30 days of their contract signing and the rest after 6 months of the Client’s contract signing with the customer, regardless of the payment schedule between the Client and the customer.
4.5. Invoicing: Commissions are to be paid once a new invoice has been sent. New invoices will be sent for each individual contract or customer the Client signs up and closes the deal with.
4.6. Late Payment: If the Client fails to pay the Company’s commission within the specified time frame, the Client shall be liable for interest on the unpaid amount at the rate of 18% per annum.
4.7. Liability for Commission Payments upon Early Termination: If the Client cancels the Agreement before the end of the Initial Term, the Client shall remain liable to pay any commissions due for deals closed through the leads or appointments provided by the Company.
5.1. Termination by Either Party: Either Party may terminate this Agreement by providing thirty (30) days’ written notice to the other Party.
5.2. Effect of Termination: Upon termination of this Agreement, the Company shall continue to receive commissions on any deals closed with customers introduced through the leads or appointments provided by the Company. The Client shall remain liable for any unpaid commissions owed to the Company.
5.3. Refund of Setup Fee: If the Agreement is terminated by the Client or the company before the end of the Initial Term, the Client shall not be entitled to a refund of the setup fee.
5.4. Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.
6.1. Confidential Information: During the course of this Agreement, either Party may disclose Confidential Information to the other Party. Both Parties agree to maintain the confidentiality of such information and not to disclose it to third parties without the prior written consent of the disclosing Party.
6.2. Non-Disclosure: Both Parties agree not to use the other Party’s Confidential Information for any purpose other than the performance of this Agreement.
6.3. Duration: The obligations of confidentiality and non-disclosure shall survive the termination or expiration of this Agreement for a period of three (3) years.
7.1. Ownership: The Company retains all right, title, and interest in and to any intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets, developed or used in the performance of this Agreement.
7.2. License: The Company grants the Client a limited, non-exclusive, non-transferable license to use the Company’s intellectual property solely for the purpose of this Agreement.
8.1. Indemnification by the Client: The Client agrees to defend, indemnify, and hold harmless the Company from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the Client’s breach of this Agreement or the Client’s use of the leads or appointments provided by the Company.
8.2. Indemnification by the Company: The Company agrees to defend, indemnify, and hold harmless the Client from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the Company’s breach of this Agreement or the Company’s negligence or willful misconduct in the performance of its obligations under this Agreement.
9.1. Limitation of Liability: The Client acknowledges and agrees that the Company’s total liability under this agreement shall be limited to the total amount of the setup fees paid by the Client. Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with the performance of services under this agreement.
9.2. Waiver of Legal Recourse: The Client hereby irrevocably waives any and all rights to take any legal action or seek legal recourse against the Company, its officers, employees, agents, or affiliates, at any point during the term of this agreement or up to five (5) years after the expiry of this agreement.
10.1. Obligations of the Parties: Both Parties acknowledge that they may receive Confidential Information from the other Party. Each Party agrees to take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information and not to disclose it to any third party without the prior written consent of the disclosing Party.
10.2. Scope of Confidential Information: Confidential Information includes but is not limited to trade secrets, business plans, technical information, financial information, and any other information that is marked or otherwise designated as confidential.
10.3. Exclusions from Confidential Information: Confidential Information does not include information that (a) is or becomes generally known to the public through no fault of the receiving Party; (b) is rightfully received by the receiving Party from a third party without restriction on disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or by a governmental authority.
10.4. Return of Confidential Information: Upon termination or expiration of this Agreement, each Party agrees to return or destroy all Confidential Information of the other Party.
10.5. Data Protection and Privacy Compliance: Both Parties agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable legislation.
10.6. Use of Personal Data: Personal data disclosed by either Party to the other Party shall be used solely for the purposes of this Agreement. Neither Party shall process or disclose personal data except as required to perform its obligations under this Agreement or as required by law.
10.7. Data Breach Notification: In the event of a data breach involving personal data, the Party experiencing the breach shall promptly notify the other Party and take all reasonable steps to mitigate the effects of the breach and prevent further unauthorized access.
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the Arbitration and Conciliation Act, 1996. The place of arbitration shall be Bengaluru, Karnataka, India.
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.
By completing this Pay from Profits signup form, you acknowledge that this agreement is legally binding and does not require a physical signature. The full agreement is posted online on the company’s website and is accessible at Read Agreement. By submitting this form, you agree to all the terms and conditions stated in the agreement, and it becomes legally valid upon your acceptance.