Business Leads Data

BUSINESS LEADS DATA AGREEMENT

This Business Leads Data Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Provider develops, aggregates and supplies commercial business lead data, including contact information, firmographic attributes and other related metadata (the "Leads"); and

WHEREAS, Client desires to obtain Leads from Provider for Client's legitimate business purposes under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to define ownership, permitted uses, delivery, payment and confidentiality obligations with respect to the Leads.

Scope of Work

Provider will supply Leads to Client as described below. Provider shall use commercially reasonable efforts to deliver Leads that conform to the agreed specifications and delivery schedule.

Delivery Format (check all that apply):

CSV XML API Other:

Payment Terms

Client shall pay Provider for the Leads in accordance with the amounts and schedule set forth below. All fees are exclusive of taxes; Client shall be responsible for any sales, value-added or similar taxes.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this section, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for Notice Period: days following written notice. Either party may also terminate for convenience upon Notice Period: days' prior written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, including Leads, buyer lists, pricing, source lists, data schemata and technical delivery details. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Confidentiality obligations do not apply to information that is: (i) publicly known other than by breach of this Agreement; (ii) rightfully received from a third party without restriction; or (iii) independently developed without use of the other's Confidential Information. Upon termination or written request, recipient shall return or destroy Confidential Information, subject to allowed archival retention for legal or accounting purposes.

Check applicable confidentiality options:

Leads include personal contact data requiring privacy protections Aggregated/anonymized usage may be retained by Provider for analytics

Data Ownership, Use and Restrictions

Provider represents and warrants that Provider has the right to license the Leads to Client and that delivery will not knowingly infringe third-party rights. Unless otherwise agreed in writing, Client acquires a limited, non-exclusive, non-transferable right to use the Leads for Client's internal business purposes. Client shall not resell, sublicense, transfer or distribute the Leads to third parties except as explicitly authorized in writing.

Check applicable ownership options:

Client retains exclusive ownership of Leads delivered under this Agreement Provider retains right to reuse aggregated, de-identified data

Compliance; Representations and Warranties

Each party represents that it will comply with all applicable laws and regulations in connection with performance of this Agreement, including data protection and consumer communications laws. Provider warrants that, to Provider's knowledge, Leads were collected in compliance with applicable law and are not subject to encumbrances that would prevent the licensed uses set forth herein.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from that party's breach of this Agreement or its gross negligence or willful misconduct. In no event shall either party be liable for consequential, special or punitive damages. The aggregate liability of each party for direct damages arising under this Agreement shall not exceed the fees paid or payable by Client to Provider in the six (6) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

Entire Agreement; Amendments

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, proposals and representations. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices under this Agreement shall be given in writing to the addresses set forth above. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing herein creates a partnership, joint venture or agency relationship.

Sign Now