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Sales And Marketing Outsourcing Agreement

This is an actual contract by Aegis Communications Group.

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Sectors: Services
Governing Law: Texas, View Texas State Laws
Effective Date: July 01, 2005
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Exhibit 10.61


This Sales and Marketing Outsourcing Agreement (this " Agreement" ) is made effective July 1,2005 (the " Effective Date" ) between Aegis Communications Group, Inc., a Delaware corporation having offices located at 8001 Branch Drive, Irving, Texas 75063 (" Aegis" ), and Business Transformation Consulting Inc, a Delaware corporation having offices located at 1135 Meadow Creek Dr., Irving TX 75038 (" Contractor" ).

WHEREAS, Aegis desires to outsource its sales and marketing functions including client prospecting, market research, leads generation, customer acquisition, up-selling, cross-selling, building loyalty programs and relationship management (the " Sales Functions" ) to support its inbound and outbound telephone services (the " Services" ); and

WHEREAS, Contractor is willing to provide the Sales Functions on the terms and conditions set forth in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Aegis and Contractor agree as follows:

1. Referral of Potential Purchasers . Aegis hereby authorizes Contractor to market its Services to potential purchasers of the Services (" Purchasers" ). All Purchasers solicited by Contractor are to be forwarded to Aegis for acceptance or rejection. Aegis reserves the right to solicit Purchasers directly or through another entity, and shall pay no compensation to Contractor for Purchasers solicited directly by Aegis or another entity, unless the Purchaser is listed in Exhibit A as a prospect and enters into an agreement with Aegis during the referral period set forth in Exhibit A . In every instance, Aegis has the sole and absolute right to determine, in its sole discretion, the acceptability of any Purchaser, and the terms and conditions of any agreement with a Purchaser. Aegis has no obligation to bid for, quote prices to, negotiate with, or accept agreements from, any Purchaser. Contractor agrees to disclose to each Purchaser that (a) Aegis is under no obligation to provide Services to any Purchaser, and (b) Contractor has no authority to bind Aegis.

2. Payments .

a. Commissions . Aegis will pay Contractor commissions as set forth in Exhibit A . Aegis shall pay the required commissions to Contractor within (a) 30 days after the last day of the month during which Aegis receives payment from a Purchaser or (b) such other time period as agreed by the parties in writing for a specific Purchaser. Aegis will not withhold any federal income taxes or pay any social security taxes, domestic or foreign, on account of any commissions paid or payable to Contractor. CONTRACTOR IS RESPONSIBLE FOR THE PAYMENT OF ANY FEDERAL, STATE AND LOCAL INCOME TAX, SELF-EMPLOYMENT TAX, BUSINESS LICENSES, BUSINESS REGISTRATIONS, OR OTHER TAXES, LICENSES OR REGISTRATIONS ASSOCIATED WITH CONTRACTOR' S ACTIVITIES UNDER THIS AGREEMENT.

b. Payment to Aegis . Upon execution of this Agreement, Contractor shall pay Aegis $250,000. This payment shall be towards leads generated by Aegis and transferred to the Contractor and towards training of Contractor' s employees by Aegis. Training shall include visit of Contractor employees to Aegis Call Center(s) and familiarization with existing Aegis processes.


3. Aegis' s Duties . Aegis shall use commercially reasonable efforts to provide Contractor with commercial assistance and information necessary for Contractor to carry out its activities under this Agreement. All books, documents, other materials and samples so supplied to Contractor shall be the property of Aegis, and shall be returned to it upon request. At Aegis' s expense, Aegis shall provide Contractor' s employees with health insurance, and workers' compensation coverage, as may required by the laws of Texas. Aegis will however charge the contractor for the full time services of domain experts loaned to the Contractor for the purposes of supporting the outsourced sales and marketing functions.

4. Term and Termination . This Agreement shall remain in effect for one year, beginning on the Effective Date, and shall automatically renew for consecutive one year periods (collectively, the " Term" ), unless it is terminated as provided in this Section 4. Either party may terminate this Agreement upon 90 days prior written notice to the other. In the event of a material breach by either party of this Agreement, the non-breaching party may terminate this Agreement upon written notice to the breaching party and failure to cure the breach by the breaching party within 15 days of such written notice. Either party may immediately terminate this Agreement upon written notice to the other party if (a) the other party petitions for relief under the Federal Bankruptcy Code; (b) any involuntary petition thereunder is filed against the other party and is not dismissed within 90 days; (c) relief under the Federal Bankruptcy Code is granted with respect to the other party as a debtor; or (d) the other party makes a general assignment for the benefit of creditors. Upon termination of this Agreement, Contractor will discontinue any and all commercial activity relating to sales of the Services. Contractor also agrees to return price and data books, sales plans and aids, and any and all other material and equipment furnished to it by Aegis.

5. Confidentiality . In performing its obligations under this Agreement, each party may receive information (the " Receiving Party" ) of a confidential and proprietary nature regarding the other, including information about such party' s intellectual property and its operations, research, marketing plans, strategies and customer lists (collectively, " Confidential Information" ). The Receiving Party shall hold the other party' s Confidential Information in strict confidence, shall not use such Confidential Information except as permitted hereunder, and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party (the " Disclosing Party" ). Each party will use the same degree of care to protect the Disclosing Party' s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care. The Receiving Party shall ensure that its employees and agents are bound to the same obligations of confidentiality as the Receiving Party. Confidential Information does not include (a) information which is known to the Receiving Party prior to the date of receipt and not obtained or derived in any manner related to this Agreement; (b) information which is or becomes part of the public domain through no fault of the Receiving Party; or (c) information which is obtained from a third party that lawfully possesses such Confidential Information and is under no obligation to keep such Confidential Information confidential. The Receiving Party may disclose the Confidential Information of the other in response to a valid court order, law, rule, regulation or other governmental action, provided that the Disclosing Party is notified in writing prior to disclosure of the informat
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