Business Lead Document

Business Lead Agreement

RECITALS

WHEREAS Lead Provider: is engaged in sourcing, identifying and preliminarily qualifying potential customers, prospects and other business opportunities (collectively "Leads") for third parties; and

WHEREAS Recipient: desires to receive and evaluate such Leads for the purpose of developing business relationships and agrees to compensate Provider according to the terms set forth in this Agreement; and

WHEREAS the parties wish to set forth the scope, payment, confidentiality and other terms governing the provision of Leads.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. Scope of Work

Provider shall source, qualify and deliver Leads to Recipient in accordance with the Lead qualification standards and delivery procedures described below and in the attached Scope of Work. Provider will use commercially reasonable efforts to ensure that each Lead meets the mutually agreed qualification criteria.

2. Payment Terms

Fee Structure (check applicable): Flat fee per qualified Lead Commission on closed transaction

Late Payment: Any undisputed amount not paid when due shall accrue interest at a rate of (or the maximum rate permitted by applicable law, if lower), plus reimbursement of reasonable collection costs.

Lead Acceptance: Recipient shall notify Provider within business days of receipt whether a Lead is accepted as a Qualified Lead. Failure to timely notify shall be deemed acceptance of the Lead as qualified for purposes of invoicing.

3. Term and Termination

Term: This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured after days' written notice. Termination shall not relieve Recipient of the obligation to pay Provider for Leads previously accepted and invoiced in accordance with this Agreement.

4. Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to lead data, contact information, business processes, pricing and customer lists.

Obligations: The receiving party shall (a) hold Confidential Information in strict confidence and not disclose it to any third party except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; (b) use Confidential Information solely for the performance of this Agreement; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure.

Exceptions and Return: Confidential Information shall not include information that is publicly known through no fault of the receiving party, lawfully received from a third party without breach, or independently developed. Upon termination or written request, the receiving party shall return or destroy Confidential Information and certify such destruction. Confidentiality obligations shall survive for years from the date of disclosure, except that trade secrets shall be protected for as long as they qualify as trade secrets under applicable law.

5. Representations, Warranties and Indemnification

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Provider warrants that, to the best of its knowledge, Leads delivered hereunder will not infringe any third-party rights and were obtained in compliance with applicable law. Each party agrees to indemnify and hold the other harmless from any third-party claims arising from its breach of this Agreement or negligence in performance.

6. Exclusivity

Relationship: The parties acknowledge that the relationship is that of independent contracting parties and not partners, joint venturers or employees. Provider shall remain free to market its services to others except as expressly limited by the box below.

Exclusive: Provider will supply Leads exclusively to Recipient within the agreed territory for the Term. Non-Exclusive: Provider may supply similar Leads to other parties.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

8. Entire Agreement; Amendments

This Agreement, including any written exhibits and attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. Miscellaneous

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the party's address on file. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all of such party's assets. Severability: If any provision is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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