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Inclusive Media

PAY-PER-APPOINTMENT
OUTREACH

Proposed to: Mr. Ahmad Alshareefi

Propose date: 26 December 2022


SCOPE OF WORK

RESPONSIBILITIES
I. Overview

The Agency will send a cadence of messages to new leads through cold email in efforts to get the Client’s ideal
prospects on the phone with them for sales appointments.

II. Professional Workspaces

The Agency will set up a private Slack workspace with multiple channels. The Agency will also be available to meet
with the Client via Google Meet to review project progress twice every month.

III. Omnichannel Outreach Campaign Set Up

The Agency will go about setting up everything needed to begin sending out a cadence of messages to new leads
through cold email on the Client's behalf. The agency will cover all costs incurred to access the required software tools
and additional labor hours. The Client will only be responsible for paying a flat rate per sales appointment booked and
the onboarding fees.

IV. Omnichannel Outreach Campaign Launch & Management

The Agency will launch cold email outreach campaigns. The Agency will
manage the outreach campaigns daily and look for ways to optimize the results however possible.

V. Managing Replies In The Inbox

The agency will be responsible for responding to and managing the replies from leads directly from the Client's
personal cold email account inbox with the goal of booking sales appointments with as many of the prospects as
possible.

RESPONSIBILITIES OF THE CLIENT

I. Onboarding Form

It is extremely important that the Client provides The Agency with as much information as possible when
answering the questions in the onboarding form to ensure that The Agency has access to all the information
about the Client's business and goals to run the best outreach campaigns possible.

II. Guidance & Support As Needed

The Client will be available to answer any questions from The Agency via Slack and email in a timely manner in regard
to campaign progress, messaging, questions from prospects, sales appointment feedback, and other relevant
information related to this working relationship.
SERVICE AGREEMENT

This Contract is between Mr. Ahmad Alshareefi (the "Client") and Inclusive Media (the
"Agency").

The Contract is dated 26 December 2022.

1. WORK AND PAYMENT.


1.1 Project. The Client is hiring the Agency to do the following: The Agency will send a cadence
of messages to new leads through cold email on the Client's behalf in efforts to get the Client’s
ideal prospects on the phone with them for sales appointments.

1.2 Schedule. The Agency will begin work on and the work is ongoing. This Contract can be
ended by either the Client or the Agency for any reason.

1.3 Payment. The Client will pay the Agency a rate of $ 150 USD per sales appointment
booked. For the Agency to begin its work, the Client will pay a non-refundable $ 500 USD
onboarding fee. The Agency agrees that it is not entitled to any other fees from the Client in
relation to this project unless otherwise agreed to in writing by the Client.

1.4 Sales Appointments. Due to the nature of the services being performed by the Agency and
by their signing of this agreement, the Client understands that not every sales appointment
booked is guaranteed to be qualified. Regardless, the Client agrees to pay the Agency for every
sales appointment booked that shows the appointment at their scheduled time and date as a
result of the services performed by the Agency. The Client reserves the right to cancel an
appointment before the scheduled time and date if they feel the prospect is unqualified. In the
event that they do elect to cancel an appointment, the Client will not be billed for said
appointment.

1.5 Invoices. The Agency will invoice the Client for $ 500 USD once both parties have signed
this contract. Starting one (1) month after the first campaign is started, the Agency will invoice
the Client monthly for the agreed rate of $ 150 USD per sales appointment booked during the
previous billing cycle. The Client agrees to pay the amount owed within 7 days of receiving the
invoice. The Agency shall be entitled to charge, and the Client shall pay, interest on any unpaid
amount from the due date until payment is received at a rate of % 6 per day on the outstanding
amount.
SERVICE AGREEMENT

2. OWNERSHIP AND LICENSES.


2.1 Client Owns All Work Product. As part of this job, the Agency is creating a “work product”
for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes,
materials, mockups, hardware, designs, inventions, patents, code, and anything else that the
Agency works on—that is, conceives, creates, designs, develops, invents, works on, or reduces
to practice—as part of this project, whether before the date of this Contract or after. The Agency
hereby gives the Client this work product once the Client pays for it in full. This means the
Agency is giving the Client all of its rights, titles, and interests in and to the work product
(including intellectual property rights), and the Client will be the sole owner of it. The Client can
use the work product however it wants or it can decide not to use the work product at all. The
Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Agency's Use Of Work Product. Once the Agency gives the work product to the Client, the
Agency does not have any rights to it, except those that the Client explicitly gives the Agency
here. The Client gives permission to use the work product as part of portfolios and websites, in
galleries, and in other media, so long as it is to showcase the work and not for any other
purpose. The Client does not give permission to sell or otherwise use the work product to make
money or for any other commercial use. The Client is not allowed to take back this license, even
after the Contract ends.

2.3 Agency's Right To Use Client IP. The Agency may need to use the Client’s intellectual
property to do its job. For example, if the Client is hiring the Agency to build a website, the
Agency may have to use the Client’s logo. The Client agrees to let the Agency use the Client’s
intellectual property and other intellectual property that the Client controls to the extent
reasonably necessary to do the Agency's job. Beyond that, the Client is not giving the Agency
any intellectual property rights, unless specifically stated otherwise in this Contract.
SERVICE AGREEMENT

3. NON-SOLICITATION.
Until this Contract ends, the Agency won’t: (a) encourage Client employees or service providers
to stop working for the Client; (b) encourage Client customers or clients to stop doing business
with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the
Contract ended. The one exception is if the Agency puts out a general ad and someone who
happened to work for the Client responds. In that case, the Agency may hire that candidate. The
Agency promises that it won’t do anything in this paragraph on behalf of itself or a third party.

4. REPRESENTATIONS.
4.1 Overview. This section contains important promises between the parties.

4.2 Authority To Sign. Each party promises to the other party that it has the authority to enter
into this Contract and to perform all of its obligations under this Contract.

4.3 Agency Has Right To Give Client Work Product. The Agency promises that it owns the
work product, that the Agency is able to give the work product to the Client, and that no other
party will claim that it owns the work product. If the Agency uses employees or subcontractors,
the Agency also promises that these employees and subcontractors have signed contracts with
the Agency giving the Agency any rights that the employees or subcontractors have related to
the Agency's background IP and work product.
SERVICE AGREEMENT

4.4 Agency Will Comply With Laws. The Agency promises that the manner it does this job, its
work product, and any background IP it uses to comply with applicable U.S. and foreign laws
and regulations.

4.5 Work Product Does Not Infringe. The Agency promises that its work product does not and
will not infringe on someone else’s intellectual property rights, that the Agency has the right to
let the Client use the background IP, and that this Contract does not and will not violate any
contract that the Agency has entered into or will enter into with someone else.

4.6 Client Will Review Work. The Client promises to review the work product, to be reasonably
available to the Agency if the Agency has questions regarding this project, and to provide timely
feedback and decisions.

4.7 Client-Supplied Material Does Not Infringe. If the Client provides the Agency with material
to incorporate into the work product, the Client promises that this material does not infringe on
someone else’s intellectual property rights.

5. TERM AND TERMINATION.


This Contract is ongoing until ended by the Client or the Agency. Either party may end this
Contract for any reason by sending an email or letter to the other party, informing the recipient
that the sender is ending the Contract and that the Contract will end in 14 days. The Contract
officially ends once that time has passed. The party that is ending the Contract must provide
notice by taking the steps explained in Section 10.4. The Client will pay the Agency for the work
done up until when the Contract ends and will reimburse the Agency for any agreed-upon,
non-cancellable expenses. The following sections don’t end even after the Contract ends: 2
(Ownership and Licenses); 3 (Non-Solicitation); 4 (Representations); 7 (Confidential
Information); 8 (Limitation of Liability); 9 (Indemnity); and 10 (General).

SERVICE AGREEMENT

6. CONFIDENTIAL INFORMATION.

7.1 Overview. This Contract imposes special restrictions on how the Client and the Agency
must handle confidential information. These obligations are explained in this section.

7.2 The Client’s Confidential Information. While working for the Client, the Agency may come
across, or be given, Client information that is confidential. This is information like customer lists,
business strategies, research & development notes, statistics about a website, and other
information that is private. The Agency promises to treat this information as if it is the Agency's
own confidential information. The Agency may use this information to do its job under this
Contract, but not for anything else. For example, if the Client lets the Agency use a customer list
to send out a newsletter, the Agency cannot use those email addresses for any other purpose.
The one exception to this is if the Client gives the Agency written permission to use the
information for another purpose, the Agency may use the information for that purpose, as well.
SERVICE AGREEMENT

When this Contract ends, the Agency must give back or destroy all confidential information, and
confirm that it has done so. The Agency promises that it will not share confidential information
with a third party unless the Client gives the Agency written permission first. The Agency must
continue to follow these obligations, even after the Contract ends. The Agency's responsibilities
only stop if the Agency can show any of the following: (i) that the information was already public
when the Agency came across it; (ii) the information became public after the Agency came
across it, but not because of anything the Agency did or didn’t do; (iii) the Agency already knew
the information when the Agency came across it and the Agency didn’t have any obligation to
keep it secret; (iv) a third party provided the Agency with the information without requiring that
the Agency keep it a secret; or (v) the Agency created the information on its own, without using
anything belonging to the Client.

7.3 Third-Party Confidential Information. It’s possible the Client and the Agency each have
access to confidential information that belongs to third parties. The Client and the Agency each
promise that it will not share with the other party confidential information that belongs to third
parties unless it is allowed to do so. If the Client or the Agency is allowed to share confidential
information with the other party and does so, the sharing party promises to tell the other party in
writing of any special restrictions regarding that information.

8. LIMITATION OF LIABILITY.
Neither party is liable for breach-of-contract damages that the breaching party could not
reasonably have foreseen when it entered this Contract.

9. INDEMNITY.
9.1 Overview. This section transfers certain risks between the parties if a third party sues or
goes after the Client or the Agency or both. For example, if the Client gets sued for something
that the Agency did, then the Agency may promise to come to the Client’s defense or to
reimburse the Client for any losses.

SERVICE AGREEMENT
9.2 Client Indemnity. In this Contract, the Agency agrees to indemnify the Client (and its
affiliates and their directors, officers, employees, and agents) from and against all liabilities,
losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party
claim or proceeding arising out of: (i) the work the Agency has done under this Contract; (ii) a
breach by the Agency of its obligations under this Contract; or (iii) a breach by the Agency of the
promises it is making in Section 4 (Representations).

9.3 Agency Indemnity. In this Contract, the Client agrees to indemnify the Agency (and its
affiliates and their directors, officers, employees, and agents) from and against liabilities, losses,
damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or
proceeding arising out of a breach by the Client of its
obligations under this Contract.

10. GENERAL.
10.1 Assignment. This Contract applies only to the Client and the Agency. The Agency cannot
assign its rights or delegate its obligations under this Contract to a third-party (other than by will
or intestate), without first receiving the Client’s written permission. In contrast, the Client may
assign its rights and delegate its obligations under this Contract without the Agency's
permission. This is necessary in the case, for example, another Client buys out the Client or if
the Client decides to sell the work product that results from this Contract.
10.2 Modification; Waiver. To change anything in this Contract, the Client and the Agency must
agree to that change in writing and sign a document showing their contract. Neither party can
waive its rights under this Contract or release the other party from its obligations under this
Contract, unless the waiving party acknowledges it is doing so in writing and signs a document
that says so.

SERVICE AGREEMENT

10.4 Signatures. The Client and the Agency must sign this document. Electronic signatures will
count as originals for all purposes.

10.6 Entire Contract. This Contract represents the parties’ final and complete understanding of
this job and the subject matter discussed in this Contract. This Contract supersedes all other
contracts (both written and oral) between the parties.
NEXT STEPS

Please read the Service Agreement on the previous pages in its entirety to ensure you
understand all the details of our Pay-Per-Call Outreach DFY Service Offering.

It’s vitally important to us that everything is transparent and understood from the start in efforts
to set a solid foundation for a great working relationship.

If you have any questions at all, please let us know. We’re happy to clarify anything you may be
concerned with. We’re committed to your success and a long-term partnership.

1) Once you feel confident about moving forward with us and you're ready to move forward,
please sign your name below.

2) Once we receive the signed agreement, we’ll contact you shortly after to schedule the next
steps for your project rollout.
3) We’ll be sure to send you an email with the finalized copy of the signed service agreement for
your personal records.

THE PARTIES HERETO AGREE TO THE SERVICE AGREEMENT AS EVIDENCED BY THEIR


SIGNATURES BELOW.

Aviral Aggarwal Ahmad Alshareefi


Director
Inclusive Media

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