StoryGen Sales Consulting, LLC

Terms and Conditions

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This Consulting Agreement (this “Agreement”) is made between StoryGen Sales Consulting LLC, a Nevada limited liability company (“Consultant”), and (the “Client”).

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The parties hereby agree as follows:

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1. Engagement; Statement of Work; Change Orders.  Client hereby engages Consultant to render the services (the “Services”) and to develop the Deliverables (the “Deliverables”), in each case as described in each statement of work issued by the Client and accepted by Consultant in the form attached hereto as Exhibit A (a “Statement of Work”) in accordance with the terms and specifications provided in this Agreement and in each Statement of Work (the “Specifications”).    Unless otherwise expressly set forth in a Statement of Work Consultant will provide the Services on a remote basis.
2. Payment. Client will compensate Consultant for Services and Deliverables by paying certain fees (the “Fees”) and all necessary and reasonable out-of-pocket expenses (the “Expenses”) as set forth in each Statement of Work. Client will be autobilled for the fees outlined in the Statement of Work on the payment schedule detailed.
3. Client Responsibilities.  Client will, to the extent applicable cooperate fully in the Consultant’s providing of Services; and (ii) make its personnel readily available for  meetings with Consultant; (iii) assist Consultant by promptly providing such information and access to the personnel and facilities of Client, its suppliers or customers as Consultant may reasonably request in connection with the performance of the Services.

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Consultant’s performance hereunder is contingent upon the cooperation of Client.  If any delays in Consultant’s performance occur as a result of failure or untimely performance by Client of its obligations under the Statement of Work and this Agreement, Consultant will not incur any liability to Client as a result of such delay and the schedule of performance in the Statement of Work will be adjusted to the extent of any such delay.    

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4. Representations and Warranties.

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1. Client. Client hereby represents and warrants that Client owns, or will have obtained from the owners the right to use, the materials and information supplied by Client to Consultant for use in the delivery of the Services and Deliverables (all, collectively, “Client Materials”), and Consultant’s use of the Client Materials will not violate any applicable law, regulation, rule or order, or infringe upon or violate the rights of any third party.
2.      Consultant. Consultant hereby represents and warrants as follows:
   • (a) ​Services and Deliverables, including Consultant IP (as defined in the Standard Terms & Conditions), will not violate the proprietary rights of any third party, provided (i), that Consultant expressly disclaims any warranty relating to any such infringement resulting from Consultant 's use of Client Materials, and (ii) that the foregoing warranty shall not apply when Client or its agents make modifications to any aspect of the results of the Services or Deliverables.
   • (b) ​No Consultant IP will by its use as contemplated by this Agreement violate any applicable law, regulation, rule or order or infringe upon or violate the rights of any third party.

5. Term and Termination.

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1. Term. This Agreement shall continue in effect until the expiration of all active Statements of Work and/or Change Orders executed hereunder, unless sooner terminated as provided herein (the effective date of such termination being referred to herein as the “Termination Date”).
2. ​​​​Termination of Agreement. Client may terminate this Agreement at any time upon two weeks' prior written notice to Consultant, if all amounts due for completed Services hereunder are tendered by Client to Consultant prior to the Termination Date. Either party may terminate this Agreement, any Statement of Work, or Change Order upon written notice to the other party.
3. ​​​​Payment. In the event of any termination of this Agreement, Client is responsible for all obligations arising from Services performed and Deliverables delivered prior to the Termination Date.
4. ​​​​Effect of Termination of Agreement. Upon any termination of this Agreement: (i) all Statements of Work and/or Change Order will automatically terminate, effective as of the date of termination of this Agreement; (ii) Consultant will have the right immediately to cease the provision of all services under this Agreement and any Statements of Work and/or Change Orders; and (iii) Client will promptly pay Consultant for all work performed by Consultant up to the date of termination as set forth in Section 5.3 hereof and for any requested transition services provided by Consultant at Client’s request following the Termination Date.  Additionally, if payment in full has not been made to Consultant, (i) Client will promptly return to Consultant each Deliverable and component thereof and (ii) all Consultant IP delivered to Client under this Agreement or the applicable Statement of Work and/or Change Order, as the case may be, and Client's license rights therein will terminate with respect to such Deliverables, components and Consultant IP.
5. ​​​​Termination of Statement of Work and/or Change Order. Upon any termination of any Statement of Work and/or Change Order prior to the end of its term, without termination of this Agreement, each party will have the same rights and obligations with respect to the work to be performed and the Confidential Information exchanged under such Statement of Work and/or Change Order as are set forth in Section 5.4 (excluding clause (i)).
6. ​​​​Non-Solicitation of Personnel. The parties agree that except as may otherwise hereafter be agreed in writing, neither party shall directly or indirectly, individually, or together with, or through any other person, firm, corporation, or entity during the term and during the first year after the term of this Agreement, in any manner, approach, counsel, or attempt to induce any person who is then in the employ of or an independent contractor of the other party, to leave such party’s employ or engagement, or employ, engage or attempt to employ or engage any such person.
7. ​​​​Marketing. At Consultant’s request, Client will consider supplying a testimonial for Consultant’s website or marketing materials.  
8. ​​​​Entire Agreement. This Agreement, the Standard Terms & Conditions and any incorporated Statements of Work and Change Orders constitute the entire agreement between Client and Consultant. In the event that any provisions in any incorporated Statements of Work or Change Orders are in conflict with, inconsistent with, in addition to, or otherwise different from the provisions in this Agreement, the provisions in this Agreement (including the Standard Terms & Conditions) shall prevail over any such conflicting provisions unless such Statement of Work or Change Order specifically and expressly refers to the Section(s) of this Agreement (or the Standard Terms & Conditions) which are to be subordinate to the Statement of Work or Change Order. This Agreement may not be amended unless such amendment is in writing and signed by both parties hereto.
9. Limitation of Liability: Except as otherwise set forth herein, in no event will either party be liable for any special, indirect, incidental, or consequential damages nor loss of data, profits or revenue, cost of capital, or downtime costs, nor for any exemplary or punitive damages, arising from any claim or action, incidental or collateral to, or directly or indirectly related to or in any way connected with, the subject matter of the agreement, whether such damages are based on contract, tort, statute, implied duties or obligations, or other legal theory, even if advised of the possibility of such damages. Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Consultant’s indemnification and other obligations with respect to confidential information and intellectual property rights under this agreement, and no limitation of liability shall apply to either party’s liability to the other for personal injury, death, or physical damage to property claims.

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Exhibit A

Statement of Work

with

StoryGen Sales Consulting, LLC

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StoryGen ("Company") will aim to generate qualified appointments. Please find an outline of the deliverables expected of StoryGen below:

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Client Onboarding:

• Intake Form: The Client must fill out the intake form as soon as possible to begin the onboarding process.
• Inboxes: Setup will be completed within 3 weeks.
• ICP Development, Strategy, Copy, and Campaign Preparation: Will start after receiving the completed intake form and will be completed within a maximum of 2 weeks.

Client Responsibilities:

• As stated in the Consulting Agreement.

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Dedicated Support Team:

• 1 Account Manager: Oversees campaign strategy, execution, and reporting. Acts as the primary point of contact for overall campaign management.
• 1 Sales Development Representative (SDR): Manages email replies and handles scheduling and coordination of meeting bookings.

Qualified Appointment:

• A meeting is only billed if:
  • The prospect shows up for the call.
  • The prospect's company has the appropriate headcount/company size.
  • The prospect holds the correct title or is in the right department.
  • The prospect's company is not in any excluded industries.
• The Qualification Criteria, as discussed, are stated in the intake form.

Inboxes Setup:

• Optimized Email Deliverability System: Ensures high deliverability rates.
• MDMI Sending: Multi-domain, multi-inbox rotation to enhance deliverability.
• ESP to ESP Sending: Email service provider to email service provider (e.g., Gmail to Gmail, Outlook to Outlook) to boost deliverability.
• Internal Warm-Up Pool: Utilizes our own warm-up pool to improve deliverability and mitigate risks from bad actors.

‍Campaigns:

• Evergreen Copy Campaigns: Uses general, high-impact email copy designed to cast a wide net and reach a broad audience.
• Highly Targeted Copy Campaigns: Employs customized, highly specific email copy tailored to niche segments or individual prospects for precise targeting.
• Technographic Scraping: Applies advanced scraping techniques to gather detailed technographic data for enhanced targeting.

Cold Calling:

• The Company will conduct cold calls to engage prospects in addition to the cold email outreach.
• Dedicated Call-Based SDR: A dedicated cold caller will be assigned to your account, responsible for reaching out to your targeted prospects.
• Engagement Goals: The cold call SDR will aim to:
  • Generate Leads: Initiate conversations with prospects to identify potential interest in Client’s services.
  • Schedule Appointments: Book meetings with qualified leads for further discussions.
  • Follow-Up on Email Outreach: Call prospects who have previously engaged with email campaigns to encourage action and book a meeting.
  • Set up Linkedin Automations: Automated connections and follow ups with interested prospects to increase engagement and conversion.

​Change Management:

• Change Request Process:
  • Submission: All change requests must be submitted in writing via Slack/email.
  • Review: The Company will review the request and assess its impact on the current scope and timeline.
  • Approval: Changes will require written approval from both the Company and the Client via Slack/email before implementation.
• Scope and Impact Assessment:
  • Scope Changes: Changes affecting the engagement scope (e.g., additional campaigns, new target segments) will be assessed for impact on deliverables and timelines.
• Additional Requests and Modifications:
  • Handling: Any additional requests or modifications outside the original scope will be managed as new work.
  • Billing: The Company will communicate any adjustments needed through Slack/email. Any new work or modifications will be handled as per the agreed terms in the contract.

​Confidentiality Agreement:

• Confidential Information: Any non-public information shared between the parties.
• Obligations: Keep confidential and use only for this agreement; do not disclose without consent.
• Exceptions: Disclosure required by law or if already public.
• Return/Destruction: Return or destroy upon request.
• Duration: Confidentiality lasts two years after the agreement ends.

Availability and Response Times:

• Monitoring (SDR): Provide monitoring from 8 AM to 6 PM EST or PST (whichever is best based on Client location), Monday to Friday, with a maximum 3-hour response time to prospects, unless otherwise specified.
• Internal Support (Account Manager): Offer support from 8 AM to 5 PM GMT, Monday to Friday, with a maximum 3-hour response time for internal inquiries and feedback.

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