Business Services CPL Agreement

BUSINESS SERVICES CPL AGREEMENT

This BUSINESS SERVICES CPL AGREEMENT ("Agreement") is entered into on Effective Date: by and between Service Provider Name: and Client Name: .

RECITALS

WHEREAS, Service Provider is engaged in providing lead generation and business development services on a cost-per-lead ("CPL") basis and possesses experience, personnel, and systems necessary to generate, qualify, and deliver commercial leads to Client; and

WHEREAS, Client desires to engage Service Provider to generate Qualified Leads (as defined below) in accordance with the terms and conditions set forth in this Agreement, and Service Provider is willing to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Definitions: "Lead" means a contact or potential customer generated by Service Provider who has expressed interest in Client's products or services. "Qualified Lead" means a Lead that meets Client's written qualification criteria provided to Service Provider (including required contact information and minimum interest criteria) and which is verified by Client within the Lead Verification Period described below.

PAYMENT TERMS

Compensation: Client shall pay Service Provider a fee of $ per Qualified Lead ("CPL Fee"). The CPL Fee applies only to Leads that satisfy the qualification criteria and are accepted by Client in accordance with the acceptance process set forth below.

Invoicing: Service Provider will submit invoices for CPL Fees based on Qualified Leads accepted by Client during the applicable Invoice Cycle: . Payment is due within days of the invoice date.

Lead Verification Period: Client shall notify Service Provider of acceptance or rejection of each Lead within calendar days of receipt. A Lead not rejected in writing within the Verification Period shall be deemed accepted as a Qualified Lead for purposes of invoicing.

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Service Provider to collect overdue amounts.

TERM AND TERMINATION

Term: The term of this Agreement shall commence on Term Start Date: and shall continue until Term End Date: , unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice to the other party at least days prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Service Provider for all Qualified Leads delivered and accepted prior to the effective date of termination. Sections concerning Confidentiality, Indemnification, Governing Law, and Entire Agreement shall survive termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: Receiving Party shall (a) use Confidential Information only for performance of this Agreement; (b) limit disclosure to those of its employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement by Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) was already known to Receiving Party without restriction prior to disclosure; or (iv) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.

Duration: The confidentiality obligations set forth herein shall remain in effect for years from the date of disclosure, except with respect to trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

ADDITIONAL TERMS

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Indemnification: Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the limitations set forth herein.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or breaches of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, special, or consequential damages, and each party's aggregate liability shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) month period preceding the claim.

NOTICES

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by commercial overnight courier to the addresses specified above or to such other address as either party may designate by notice to the other.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement: This Agreement, including any exhibits or attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, proposals, or communications relating to such subject matter. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically shall be deemed original signatures for all purposes.

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