SDR Agency Contracts 2026: Terms, Guarantees & Red Flags

SDR Agency Contracts 2026: Terms, Guarantees & Red Flags

Last updated: July 2026

The SDR agency contract you sign will determine whether the engagement is fixable when things go wrong. Not the pitch deck, not the case studies, not the strategist you met in the pre-sale. The contract. This guide walks through what belongs in a modern SDR agency contract in 2026, what to remove before you sign, and the specific clauses that separate an agency that treats you as a partner from one that treats you as a captive.

I am Jamie Partridge, founder of UpliftSales. I have sat on both sides of the table — as a buyer of outsourced sales development for prior companies, and now as the founder of an SDR agency serving Australian B2B tech. I have read more than 100 SDR agency contracts across that time. The good ones are boring. The bad ones are creative in ways that only become obvious in month four when you are trying to leave.

This post is opinionated on purpose. I am writing it to protect the buyer.

Getting ready to sign an SDR agency contract? Send it to us for a free red-flag review before you commit. We do not pitch on the call — we just walk through the clauses that will hurt you. Book a 20-minute contract review.

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What should be in an SDR agency contract?

A standard SDR agency contract in 2026 contains eight sections: scope of work, fees and billing, minimum term, exit terms, intellectual property and confidentiality, data ownership, performance guarantees, and dispute resolution. Anything missing from that list is a gap that will cost you later. Anything unusually complicated inside one of those sections is a signal to slow down and read carefully.

Here is what each section should cover at minimum:

Section	What must be defined	Common gap
Scope of work	Channels, target audience, weekly touch volumes, reporting cadence, definition of a qualified meeting	Vague scope that lets the agency ship anything and call it delivery
Fees and billing	Monthly retainer amount in AUD, GST treatment, invoicing schedule, late-payment terms, per-meeting or performance fees	Undisclosed pass-through costs for tooling
Minimum term	Length in months, when the clock starts (kickoff vs first sent email)	Term that starts on signature, not on delivery
Exit terms	Notice period, exit for cause vs convenience, wind-down obligations, refund of prepaid fees	Termination fees disguised as "kill clauses"
IP and confidentiality	Ownership of messaging, templates, playbooks, and any collateral built together	Agency retains rights to reuse your positioning with competitors
Data ownership	Contact lists, CRM records, sequenced prospects, reply threads, export format	Agency retains the enriched list on termination
Performance guarantees	Numeric targets, definition of qualified, make-good mechanism	Guarantees with escape hatches wider than the target
Dispute resolution	Governing law, jurisdiction, mediation vs arbitration, cost allocation	Foreign jurisdiction or mandatory arbitration

If you have already gone through a vendor evaluation and you are close to signing, run every clause in your contract against this table before it hits your solicitor. For a full evaluation framework, see our cluster hub for Australian buyers and the companion piece on the questions to ask in an RFP.

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What is a normal SDR agency minimum term?

Three to six months is normal for Australian SDR agency contracts in 2026. Shorter than three and the agency cannot legitimately ramp — the first month is ICP and list build, the second month is deliverability warmup and messaging iteration, and results only compound from month three onwards. Longer than six and you are carrying disproportionate risk for a category with a wide quality spread between providers.

When 3 months is right: proof-of-concept engagements, campaigns for a defined single-quarter push, or when you are testing a new segment and have a clear go/no-go milestone. Expect a modest premium on monthly rate for the flexibility.

When 6 months is right: the default for most B2B tech companies. Enough runway for the agency to genuinely learn your ICP, build a working sequence library, and produce a meaningful sample of qualified meetings. Pricing usually sits at the standard published rate.

When 12 months is offered: only accept if the discount is real — typically 15 to 20% off the six-month rate — and the exit terms include a mid-term break clause at six months for material breach. Anything else is a lock-in disguised as savings. In our engagements at UpliftSales, we default to six-month terms because that is the honest amount of runway needed and the honest amount of downside a buyer should accept.

The bigger issue is not the length. It is when the clock starts. Push for the term to commence on the first sent outreach, not on contract signature. A three-week onboarding period that eats into your minimum term is a three-week gift to the agency.

The rule of thumb: if the minimum term feels like it protects the agency's revenue rather than the ramp period they need to deliver, that is exactly what it is. Ask for the ramp math and see if the answer holds up.

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What SDR agency exit terms should you insist on?

Two things matter: notice period and cause. A well-structured SDR agency contract distinguishes clearly between termination for convenience (either party can walk with 30 to 60 days notice after the minimum term) and termination for cause (immediate exit if the other side materially breaches, with a short cure period).

The standard structure I recommend to buyers:

• Within the minimum term: termination only for cause, defined as failure to hit contractual guarantees for two consecutive months, breach of data or confidentiality obligations, or insolvency. Cure period: 15 days after written notice.
• After the minimum term: rolling monthly with 30 days notice for convenience, no penalty. Some agencies push for 60 or 90 days — 60 is reasonable if the pricing reflects it, 90 is not.
• For cause at any time: immediate termination for defined material breaches, with pro-rated refund of any prepaid fees.

Penalty clauses to remove:

• Early termination fees framed as "recovering onboarding costs." If they invested in onboarding, that was their gamble. Do not sign a contract where you owe money for leaving.
• Auto-renewal without positive opt-in. A contract that auto-rolls for another six months unless you send notice 90 days before renewal is designed to catch you. Require positive renewal instead.
• Non-cancellation windows that prevent you from giving notice in the last N days of the term. Nonsense. Ignore.
• Data hostage clauses that condition full data export on payment of a final invoice or exit fee. Illegal in spirit under the Australian Privacy Principles and a strong signal to walk.

The exit clause is a mirror on the agency's confidence in their own delivery. Providers who are certain they will keep you happy have short, clean exit terms. Providers who are uncertain wrap the exit in penalties. If you need help interpreting a specific exit clause, our SDR agency team will review it with you at no charge.

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Are SDR agency meeting guarantees real?

Most SDR agency meeting guarantees are worthless in practice because the definition of a qualified meeting is written by the agency, not the buyer. A guarantee of 12 meetings per month sounds concrete until you read the definition and discover that a qualified meeting includes anyone who agreed to a discovery call, regardless of fit, budget, or authority.

What makes a meeting guarantee real:

1. A numeric target that is specific to your engagement — not "meetings" as a category but "qualified meetings" as you have defined them
2. A definition of qualified you wrote in plain English, agreed and signed into the scope of work
3. A make-good mechanism that triggers automatically when the target is missed by more than a defined margin (usually 20%) for two consecutive months
4. Transparency on the pipeline — the agency shares a live view of every booked meeting, disposition, and reason code so the numbers are impossible to game
5. Skin in the game — the make-good is either a fee credit against the next month or additional meetings delivered at no charge, ideally both

What makes a meeting guarantee worthless:

• The definition of qualified is buried in an appendix and includes phrases like "any meeting attended by a decision-maker or influencer" (everyone is an influencer)
• The make-good only triggers on a full quarter of miss, not month over month
• The remedy is a credit against a future term you have no intention of renewing
• The agency reserves the right to reclassify meetings retroactively based on outcomes only they can see
• The guarantee only applies if you have not "materially altered" the ICP or messaging during the term — an escape hatch big enough to drive an entire quarter through

For a deeper look at how meeting quality is measured in practice and what benchmarks are realistic in the Australian market, see our metrics reference and the 2026 benchmarks report. Salesforce State of Sales research documents typical meeting-to-opportunity conversion rates that your guarantee should be pegged against (Salesforce State of Sales 2024).

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How should "qualified meeting" be defined in the contract?

You should write the definition of a qualified meeting yourself and paste it into the scope of work as a numbered clause. Never accept the agency's boilerplate. This is the single most valuable hour of contract negotiation you will spend on the entire engagement.

A workable definition has four gates. All four must be true for the meeting to count.

1. Fit gate: the account matches your ICP on company size, industry, geography, and technology. Write your ICP into the appendix and reference it here.
2. Persona gate: the attendee holds one of a named list of job titles or seniority levels — "CTO, VP Engineering, Head of Platform, or equivalent." Not "influencer." Not "decision-maker or user."
3. Intent gate: the attendee showed up, stayed for at least 20 minutes, and engaged in a discussion about your solution (not "any conversation").
4. Disposition gate: your account executive marks the meeting as qualified in the CRM within 48 hours based on the four gates above. Any disqualification requires a written reason.

The 48-hour disposition rule is what turns a definition into a working contract. Without it, the agency counts meetings; with it, you and the agency agree on meetings.

The one-page test: if the definition of qualified in your contract cannot fit on a single page and be understood by a new AE joining next month, the definition is not doing its job. Rewrite it until it does.

For guidance on picking the right provider before you get to the contract stage, see our provider evaluation guide.

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Who owns the data at the end of an SDR agency engagement?

You should own everything the agency touches on your behalf — the contact lists, the enriched prospect data, the sequenced records, the CRM entries, the reply threads, the call recordings, and the meeting notes. The contract must give you the right to export all of this in machine-readable format (CSV for lists, structured JSON for CRM data, plain text or PDF for correspondence) within 14 days of termination, at no additional charge.

This is the single most-overlooked clause in SDR agency contracts. I have seen more buyers get stung on data ownership than on any other issue, and it usually only becomes obvious at the moment you are trying to move on. The typical failure modes:

• Enriched lists are retained by the agency on the argument that "the enrichment was our IP." Reject this. The account list is yours. The enrichment tools may be theirs, but the resulting data attached to your prospects is not.
• CRM data is written into the agency's instance, not yours. If they are running the campaign out of their own HubSpot or Outreach, you get a summary export at best. Insist on their reps operating inside your CRM from day one.
• Reply threads and call recordings live in the agency's tools. These are conversations with your prospects, in your name. They belong to you.
• Historic sequence performance data disappears with the agency's Outreach or Smartlead account. Require a monthly export of send, open, reply, and disposition data by prospect.

Australian buyers should be particularly alert here because the Privacy Act 1988 places specific obligations on the "handling" of personal information — including retention and destruction — that the contract must reflect. See the OAIC's guidance on Australian Privacy Principle 11 for what compliant handling looks like.

For an operational view of what data hygiene looks like day-to-day inside a well-run engagement, our first 90 days playbook walks through the setup.

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IP and confidentiality: who owns the messaging you build together?

You should own the messaging, templates, playbooks, and any collateral built during the engagement. The agency retains rights to their pre-existing methodologies, frameworks, and internal tooling, but any specific artefact created for your programme — cold email templates, LinkedIn scripts, discovery frameworks, objection-handling docs — belongs to you.

The clause I recommend has three parts:

1. Agency background IP: their generic playbook, training material, and internal systems remain theirs. Fine.
2. Client foreground IP: anything created specifically for you, using your brand, positioning, or product knowledge, is yours. Perpetual, irrevocable, transferable licence at minimum; full assignment if you can get it.
3. Reuse restrictions: the agency may not use your specific messaging, positioning language, competitive angles, or ICP definition in campaigns for any other client, especially direct competitors, for a defined period (usually 24 months).

The last one matters more than most buyers realise. If you are a cybersecurity vendor and your agency also serves three of your competitors, the messaging they refine on your account will absolutely inform the messaging they run for your competitors unless the contract explicitly prevents it. Ask the question directly in your procurement conversation. Our vendor question set covers the exact wording.

Confidentiality clauses are usually boilerplate but check two things: (1) the definition of confidential information includes commercial terms of your engagement, not just technical documentation, and (2) the term of confidentiality survives contract termination by at least three years.

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Non-poach and non-compete clauses: reasonable vs unreasonable

A mutual non-poach clause covering the SDRs actively working on your account is reasonable and standard. A one-way non-poach preventing you from ever hiring anyone the agency has ever employed is not — reject it outright.

Reasonable non-poach terms in Australia:

• Scope: limited to SDRs and account managers who have worked directly on your account within the prior 12 months
• Duration: 12 months post-termination
• Mutual: the agency has the same restriction against hiring your employees
• Buy-out clause: if you want to hire the SDR, a fee equivalent to three months of the SDR's salary is payable to the agency

Unreasonable non-poach terms to remove:

• Anyone the agency has ever employed — captures people the SDR-buying company has never met
• Twenty-four months or longer post-termination — will not hold up in an Australian court in most circumstances
• One-way restrictions — you cannot hire theirs, but they can hire yours
• Prohibitive buy-out fees — six-figure "release" fees for a mid-level SDR

Non-compete clauses (preventing you from engaging another SDR agency during or after the term) are almost always unreasonable and should be removed. You are the buyer of a service — you have the right to use whichever provider or providers you choose. The only defensible version is a short exclusivity for a specific segment or campaign during the active term. See our buyer's cluster hub for how multi-vendor strategies work in practice.

Gartner's vendor management research consistently makes the same point in enterprise procurement: "single-vendor exclusivity is a red flag unless the vendor is contributing something proprietary that no alternative can replicate" (Gartner IT vendor management). SDR agency services do not meet that bar.

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Pricing escalations and annual reviews: how to structure so you don't get squeezed

Cap annual price increases at CPI plus a fixed percentage (3 to 5%) with 60 days written notice, and require the increase to be tied to documented cost drivers rather than market rates or "our updated pricing schedule." Reject open-ended right-to-review clauses. Lock the pricing schedule for the initial term and only allow escalation on renewal.

The pattern I have seen bite the most buyers:

• Sign at $8,000 AUD per month per SDR on a six-month term
• Renew because things are working
• Get a note in month 7 saying pricing has "adjusted to reflect market rates" — now $10,500 AUD per month
• Push back and get told the language allowed for annual review
• Realise the "annual review" clause was open-ended and gave the agency unilateral rights

The clean structure to insist on:

• Initial term: locked at signed price, no adjustments
• First renewal: capped at CPI + 3% (Australian CPI, ABS All Groups Sydney)
• Subsequent renewals: capped at CPI + 5%, with 60 days written notice
• New scope or scale: priced separately, in writing, before work commences

For context on typical pricing bands in the Australian market and how to compare an agency's proposal against benchmarks, see the pricing deep-dive and the full cost breakdown.

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Dispute resolution: where sits, what triggers

The dispute resolution clause should specify New South Wales or Victorian law (whichever matches your registered office), the courts of that state as the jurisdiction, and a mediation-first structure that requires a good-faith attempt at resolution before either party can litigate. Mandatory arbitration in a foreign jurisdiction is a hard no.

The clean four-step ladder:

1. Direct escalation: account manager to account manager, 10 business days
2. Executive escalation: commercial lead to commercial lead, 10 business days
3. Mediation: a jointly-selected mediator, shared costs, 30 business days
4. Litigation: in the specified state courts if the first three fail

Reject:

• Arbitration under ICC or SIAC rules — expensive, slow, and often used to make small claims uneconomic to pursue
• Foreign governing law — some US or Singapore-based agencies try to keep US or Singaporean law even for Australian clients. Do not agree.
• Liquidated damages caps set at one month of fees — makes any real breach immaterial to the agency
• Class action waivers — irrelevant for a bilateral B2B contract but sometimes slipped in from a US template

The HubSpot vendor procurement guidance is aligned on this: "keep governing law and jurisdiction local, and prefer mediation before arbitration" (HubSpot vendor management resources).

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Australian Privacy Act and OAIC considerations

The Privacy Act 1988 and the Australian Privacy Principles apply whenever an SDR agency handles personal information about Australian residents on your behalf — which is always. The contract must specify how the agency collects, stores, uses, and destroys personal information, and whether any of that information flows offshore. This is not optional. This is compliance.

What the contract must cover:

• Purpose limitation: personal information collected on your behalf may only be used for the campaigns defined in the scope of work
• Storage and access controls: the agency's data storage meets APP 11 security requirements, and access is restricted to named personnel
• Cross-border disclosure: if any of the data flows to offshore staff or offshore tools, the contract must name the countries and confirm the recipient is bound by substantially similar obligations
• Data breach notification: the agency must notify you within 24 hours of any suspected breach involving your data, in line with the Notifiable Data Breaches scheme
• Destruction on termination: the agency destroys all personal information within 30 days of termination and provides a written certificate of destruction

Cross-border data flows deserve particular attention. If the SDR agency uses offshore reps (Philippines, India, Colombia, South Africa are the common ones), personal information is being disclosed overseas. Under APP 8, you remain accountable for how that information is handled offshore unless a specific exception applies. The OAIC's cross-border disclosure guidance sets out what compliance looks like, and the full text of the Privacy Act 1988 is available on the federal legislation register.

For buyers who want to keep everything onshore for compliance simplicity — a preference I share for regulated industries and government-adjacent work — insist on an Australian-only delivery team and get it written into the scope of work. See our post on the build-vs-buy trade-offs for how this changes the total cost picture.

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Seven red flags in SDR agency contract terms

If you see three or more of these in a proposed contract, walk. The pattern of extraction is more telling than any single clause.

1. Auto-renewal without positive opt-in. The contract rolls for another six or twelve months unless you send notice 60 to 90 days before renewal. Designed to catch you when you are busy.
2. Agency-authored qualified meeting definitions with vague terms like "any decision-maker or influencer" and buried in an appendix. The guarantee is not a guarantee.
3. Data hostage clauses. Full data export conditioned on payment of a final invoice or exit fee, or agency retention of enriched lists post-termination.
4. One-way non-poach. They can hire yours; you cannot hire theirs. Almost always a signal of a broader imbalance in the relationship.
5. Uncapped price escalations. Right-to-review clauses without a percentage cap, without CPI anchoring, or without a defined notice period.
6. Foreign jurisdiction or mandatory arbitration. Especially common in agencies fronted by an Australian sales team but ultimately owned by a US or UK entity.
7. Guarantees that sound too clean. "We guarantee 20 qualified meetings in month one or your money back." Nobody delivers 20 qualified meetings in month one honestly. If it sounds too easy, the definition is doing the work.

The eighth pattern I would add, though it is a signal more than a clause: any contract that arrives without a redline invitation. A confident agency wants you to negotiate. An extractive one wants you to sign the template.

Rule of thumb: the contract is a truer expression of what the agency actually believes about the engagement than the sales deck. When they disagree, believe the contract.

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Model contract clauses: five clauses to insist on

The clauses below are the five I put in every UpliftSales contract by default, and the five I recommend any Australian B2B tech buyer add to their vendor template regardless of which agency they choose. Paste them into your solicitor's redline as a starting point.

1. QUALIFIED MEETING DEFINITION
A "Qualified Meeting" means a scheduled meeting where all four
of the following are true:
(a) the account matches the ICP set out in Schedule A;
(b) the attendee holds a job title listed in Schedule A;
(c) the attendee attends for a minimum of 20 minutes and engages
    in discussion regarding the Client's solution; and
(d) the Client's account executive marks the meeting as qualified
    in the Client's CRM within 48 hours of the meeting,
    with any disqualification supported by a written reason.

2. DATA OWNERSHIP AND EXPORT
All contact data, enriched records, sequenced prospect data, CRM
records, reply threads, call recordings, and meeting notes
generated during the engagement are the sole property of the
Client. On termination for any reason, the Supplier will provide
a complete export within 14 days in machine-readable format at
no additional charge. The Supplier will destroy all copies within
30 days and provide written certification of destruction.

3. EXIT FOR CAUSE
The Client may terminate this agreement immediately upon written
notice if:
(a) the Supplier fails to deliver the contractual Qualified
    Meeting target by more than 20% for two consecutive months;
(b) the Supplier breaches its data or confidentiality obligations;
(c) the Supplier becomes insolvent;
provided that the Supplier has 15 days from written notice to
cure a curable breach.

4. PRICING ESCALATION CAP
Fees for the Initial Term are fixed. On renewal, the Supplier may
increase fees by no more than the greater of (a) the annual
increase in the ABS Consumer Price Index (All Groups, Sydney) or
(b) 3%, whichever is greater, capped at a total of CPI + 5% per
annum. The Supplier will provide 60 days written notice of any
increase and supporting cost documentation.

5. AUSTRALIAN PRIVACY COMPLIANCE
The Supplier warrants compliance with the Privacy Act 1988 (Cth)
and the Australian Privacy Principles. Any cross-border disclosure
of personal information requires the Client's prior written
consent and adherence to APP 8. The Supplier will notify the
Client within 24 hours of any actual or suspected data breach.

None of these clauses are unusual, difficult to negotiate, or expensive to draft. Any reputable SDR agency will accept them or offer equivalent language. Any agency that pushes back on all five is telling you something important.

Want a full sample contract with these clauses baked in? We publish our standard MSA on request — no signup, just email and we will send it. Contact us and mention the contract review.

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Frequently Asked Questions

What should be in an SDR agency contract?

A standard SDR agency contract has eight sections: scope of work, fees and billing, minimum term, exit terms, IP and confidentiality, data ownership, performance guarantees, and dispute resolution. Anything missing is a gap that will cost you when the engagement goes sideways. The most important sub-clause is the definition of a qualified meeting, which you should always write yourself.

What is a normal minimum term for an SDR agency in Australia?

Three to six months is the standard range in 2026. Three months suits proof-of-concept work; six months is the honest default for most B2B tech companies. Twelve-month terms should only be accepted with a real discount (15 to 20%) and a mid-term break clause for material breach. Push for the term to start on first outreach sent, not on contract signature.

Are SDR agency meeting guarantees actually enforceable?

Yes, if the guarantee is drafted properly — but most are not. An enforceable guarantee needs a numeric target, a buyer-written definition of qualified, an automatic make-good mechanism, and transparent shared reporting on the meeting log. Guarantees with agency-authored definitions and quarterly-only remedies are functionally useless.

Who owns the data when the SDR agency engagement ends?

You do. The contract must give you the right to export all contact lists, enriched data, CRM records, reply threads, and call recordings in machine-readable format within 14 days of termination at no charge. The agency must then destroy all copies and certify the destruction. If the agency retains enriched lists as "their IP," walk.

How do the Australian Privacy Principles affect SDR agency contracts?

The Privacy Act 1988 and the Australian Privacy Principles apply whenever the agency handles personal information about Australian residents. The contract must cover purpose limitation, storage security, cross-border disclosure (APP 8), breach notification within 24 hours, and destruction within 30 days of termination. Offshore delivery teams require named-country disclosure and buyer consent.

Can I hire the SDR who has been working on my account?

You can if the non-poach clause allows it. A reasonable clause permits hire subject to a buy-out fee (typically three months salary equivalent) after a 12-month post-termination restriction. Any non-poach broader than "SDRs who worked on your account in the prior 12 months" is unreasonable and should be renegotiated.

What is the fair way to structure pricing escalations?

Cap annual increases at CPI + 3 to 5%, tie the escalation to documented cost drivers, and require 60 days written notice. Lock the pricing for the initial term with no adjustments allowed. Reject any right-to-review clause that lets the agency raise fees based on "market rates" or "updated pricing schedules."

What is the single biggest red flag in an SDR agency contract?

Auto-renewal without positive opt-in. Any contract that automatically rolls for another six or twelve months unless you actively send notice 60 to 90 days beforehand is designed to catch busy buyers. Require positive opt-in renewal instead. If you see this clause combined with an exit fee or a data hostage provision, walk.

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Summary: what to insist on before you sign

An SDR agency contract is not a formality. It is the operating manual for the relationship, and the clauses that feel most negotiable in the pre-sale conversation are exactly the ones that matter most in month four.

Insist on:

• A minimum term of three to six months, starting on first outreach sent
• Clean exit terms: for cause immediately, for convenience 30 to 60 days after minimum term
• A qualified meeting definition you wrote yourself, with a 48-hour disposition rule
• Full data ownership with 14-day machine-readable export and 30-day destruction
• Balanced IP terms with reuse restrictions preventing your positioning being recycled for competitors
• Fair non-poach covering only SDRs on your account for 12 months
• Capped pricing escalations at CPI + 3 to 5% with 60 days notice
• Australian law and jurisdiction with a mediation-first dispute ladder
• Privacy Act compliance clauses covering APP 8 and breach notification
• A make-good mechanism on guarantees that actually triggers

If the agency accepts these terms without excessive pushback, you have found a partner. If they resist most or all of them, you have found a landlord — and you are the tenant they intend to keep.

Ready to talk to an agency that will sign this contract? We built our MSA around exactly the clauses in this post. Book a discovery call and see for yourself, or start a contract review if you already have a proposal in hand.

For everything else that goes into evaluating an SDR agency before you get to the contract stage, work through the full buyer's guide and if the ROI math is where you need to start, run the numbers with our ROI calculator.