Master Service Agreement

1. Scope of Work

BEC Growth LLC will provide a fully managed B2B cold email lead generation service. The Client is not required to manage outreach, technical infrastructure, or day-to-day operations. The Client's primary obligation is to attend booked meetings and fulfill the responsibilities in Section 8.

The service includes:

• Go-to-market (GTM) strategy development and cold email offer creation
• Purchase and configuration of branded domain names, in the volume set forth in the applicable Order Form
• Setup and ongoing management of email inboxes, in the volume set forth in the applicable Order Form
• Domain and inbox warm-up to ensure deliverability
• Sending of cold emails at the daily volume set forth in the applicable Order Form
• Lead generation, validation, and data enrichment
• Ongoing reply management, campaign optimization, and appointment setting
• Dedicated account team for the duration of the engagement

2. Deliverables & Timeline

Upon execution and receipt of the first monthly payment, BEC will begin according to the following schedule:

• Weeks 1–2: Setup & warm-up. Domain acquisition, inbox configuration, GTM strategy, and offer development. No prospect outreach during this phase.
• Week 3: Campaign launch. Outbound sequences deployed to validated lead lists.
• Week 4+: Ongoing optimization, reply handling, sequence testing, scaling, and appointment setting.

All timelines are contingent on the Client completing the onboarding form within 3 business days of signing. Any Client delay shifts all timelines accordingly with no adjustment to billing dates.

3. Payment Terms

3.1 Monthly Retainer

The Client agrees to pay BEC Growth LLC the monthly retainer fee set forth in the applicable Order Form, due on the same calendar date each month beginning on the Effective Date. The monthly retainer covers all services described in Section 1.

3.2 What the Retainer Covers

The monthly retainer is payment for service delivery — specifically: software subscriptions, domain and inbox infrastructure, dedicated team labor, lead data tooling, and strategic expertise. It is not a payment for results, meetings booked, or revenue generated, and cannot be disputed on those grounds.

3.3 Revenue Share

In addition to the monthly retainer, the Client agrees to pay a revenue share fee on all closed deals originating from BEC's outreach. Revenue share is tiered based on the Client's offer ticket price, at the rates set forth in the applicable Order Form.

The applicable rate is determined by the Client's standard offer price at the time of close, regardless of any discounts or payment plans applied to that deal.

3.4 Definition of a Close

A deal is considered closed — and revenue share becomes payable — when a prospect verbally confirms their intent to move forward during a sales call or meeting. A verbal “yes” or equivalent affirmative commitment on a recorded call constitutes a close. No signed contract or payment receipt is required.

The Client agrees this is a fair and reasonable standard, and waives any right to dispute a close on the basis that a deal was later renegotiated, cancelled, or not collected.

3.5 Close Reporting

The Client must report all closed deals to BEC within 7 calendar days of the close. Reports must include: prospect name and company, date of the verbal close, and offer ticket price.

If the Client fails to report within 7 days, BEC may invoice for closes identified independently from call recordings. If a call was not recorded as required, both parties agree to cooperate in good faith to determine the outcome using any available evidence — calendar records, email correspondence, or CRM data. If good-faith efforts fail within 10 business days, BEC's reasonable assessment shall prevail.

3.6 Revenue Share Invoicing

BEC will issue revenue share invoices at the end of each calendar month. The Client has 5 business days to raise a written dispute. After this window, the invoice is accepted and payment is due within 7 business days.

3.7 Revenue Share Verification

BEC reserves the right to reasonably verify revenue share-eligible deals through call recordings, calendar records, CRM data, payment confirmations, or other documentation. The Client agrees to cooperate with verification requests within 5 business days. Failure to provide documentation within this window makes the revenue share invoice immediately due.

3.8 Late Payments

Invoices unpaid after 7 days accrue interest at 1.5% per month or the maximum permitted by New Mexico law, whichever is lower. BEC may pause active campaigns until outstanding balances are cleared, without liability for any resulting delays.

4. Billing & Auto-Renewal

This Agreement carries a minimum commitment of two consecutive months. After the initial period, this Agreement auto-renews monthly unless the Client provides written notice at least 7 calendar days before the next billing date. Notice received after this window results in one additional billing cycle before cancellation takes effect.

5. Refund Policy

Due to the upfront infrastructure, software, and labor costs incurred by BEC upon commencement of work, fees paid under this Agreement are non-refundable once work has begun. This applies regardless of the reason, including dissatisfaction with meeting volume, the Client's inability to close deals, changes in business direction, or early termination by the Client.

6. Intellectual Property

All strategies, systems, copy, sequences, frameworks, and processes developed by BEC remain BEC's exclusive intellectual property. The Client receives a limited, non-exclusive, non-transferable license to use campaign outputs solely for campaigns under this Agreement. This license terminates upon expiration or cancellation. Lead data generated during the engagement will be provided to the Client upon request at the conclusion of the engagement.

7. Termination

7.1 By Client

The Client may terminate after the initial two-month period with written notice at least 7 calendar days before the next billing date. All fees accrued through the final billing cycle remain payable. No refunds will be issued.

7.2 By BEC

BEC may terminate immediately upon written notice in the event of non-payment beyond 14 days past due, material breach of Client responsibilities under Section 8, or conduct that BEC reasonably believes could damage its infrastructure, reputation, or third-party relationships.

7.3 Effect of Termination

Upon termination, BEC will cease all outreach on behalf of the Client. Domains and inboxes remain BEC's property unless otherwise agreed in writing. Outstanding revenue share obligations survive termination and remain payable in full.

8. Client Responsibilities

The Client agrees to fulfill the following throughout the term of this Agreement. Failure to do so may impact campaign performance and does not constitute grounds for a refund or dispute.

• Complete the onboarding form thoroughly and accurately within 3 business days of signing
• Show up to every booked meeting with a prospect
• Respond to leads and BEC communications within 1 business day — slow follow-up directly reduces results
• Record every sales call and meeting with a prospect
• Report all closed deals within 7 days of the verbal yes
• Keep offer, pricing, and target market stable — significant changes require a reset period and do not pause billing
• Notify BEC immediately of any changes to offer, ICP, or sales process

BEC is not liable for reduced output resulting from the Client's failure to meet these obligations. BEC reserves the right to pause or terminate the engagement without refund if Client obligations are materially and repeatedly unmet.

9. Limitations of Liability

9.1 No Guarantee of Results

BEC makes no guarantee regarding the number of meetings booked, the quality of any individual prospect, or the Client's ability to convert meetings into revenue. Campaign performance is influenced by market conditions, offer quality, Client responsiveness, and other variables outside BEC's control.

9.2 Sales Conversion

BEC's responsibility ends at the meeting. BEC is not liable for the Client's failure to close deals for any reason — including price objections, perceived lack of value, or competitor preference. The Client's sales ability and offer quality are outside BEC's scope.

9.3 Liability Cap

BEC's total aggregate liability for any claim shall not exceed the total monthly retainer fees paid in the 30 days preceding the event giving rise to the claim.

9.4 Consequential Damages

BEC is not liable for indirect, incidental, special, consequential, or punitive damages, including lost revenue, lost profits, or reputational harm.

10. Confidentiality

Both parties agree to keep confidential all proprietary information, business strategies, pricing, client data, and campaign materials shared during the engagement. Neither party shall disclose the other's confidential information to any third party without prior written consent, except as required by law. This obligation survives termination for two years.

11. Governing Law & Disputes

This Agreement is governed by the laws of the State of New Mexico, without regard to conflict of law provisions. In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or understandings. Any amendments must be in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions remain in full force.