Business Services Leadmachine Agreement

Business Services Leadmachine Agreement

This Business Services Leadmachine Agreement (the Agreement) is entered into between:

Client Name:    Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to generate, qualify and manage sales leads using the Service Provider’s proprietary lead generation system and associated business services known as Leadmachine; and

WHEREAS, Service Provider represents that it has the experience, personnel, and technical capacity to perform the lead generation, qualification, and delivery services described in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth below, the parties agree as follows:

1. Scope of Work

Service Provider shall provide lead generation, qualification, and lead management services as described in the scope below. Services shall include but are not limited to lead sourcing, initial qualification, data enrichment, lead delivery to Client systems, and periodic reporting.

2. Payment Terms

Client shall pay Service Provider compensation in accordance with the schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

All invoices are due in accordance with the Payment Schedule. Client shall pay undisputed invoices within the time specified. Disputed portions of an invoice must be notified in writing with reasonable detail and supporting documentation; undisputed portions remain payable.

3. Term and Termination

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

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party that remains uncured after the Notice Period. Service Provider may suspend services if Client fails to pay amounts when due, provided Service Provider gives five (5) business days' written notice prior to suspension.

4. Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic information disclosed by either party that is designated confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure, including business plans, lead lists, lead quality data, campaign settings, pricing, and customer data.

Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) take reasonable measures to protect Confidential Information; and (c) not disclose Confidential Information to third parties except to employees, contractors or professional advisors who need access and are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is publicly known through no breach by the receiving party or independently developed without use of the other party’s Confidential Information.

Remedies: The parties acknowledge that breach of this confidentiality obligation may cause irreparable harm for which monetary damages are inadequate and that injunctive relief is an appropriate remedy in addition to other remedies.

5. Ownership; Use of Leads

Subject to Client’s payment obligations, Service Provider shall deliver leads to Client. Ownership of lead data provided under this Agreement transfers to Client upon receipt and full payment, except for Service Provider’s underlying proprietary processes, templates, tools, or software, which remain Service Provider’s exclusive property. Client shall not resell leads in a manner that breaches this Agreement or third-party privacy obligations.

6. Indemnification and Limitation of Liability

Each party shall indemnify and defend the other against third-party claims arising from the indemnifying party’s gross negligence, willful misconduct, or material breach of this Agreement. Service Provider’s aggregate liability for any claim arising out of this Agreement shall not exceed the total amounts actually paid by Client to Service Provider under this Agreement in the six (6) months preceding the claim. Neither party shall be liable for lost profits, consequential, special, or punitive damages except for liability arising from gross negligence or willful misconduct.

7. Compliance with Law

Each party shall perform its obligations in compliance with applicable laws, including privacy, telemarketing and data protection laws. Client is solely responsible for establishing appropriate disclosures and obtaining any consents required for Client’s use of leads.

8. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by written notice in accordance with this section.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executives. If unresolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise mutually agreed in writing.

10. Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated, 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 must be in writing and signed by authorized representatives of both parties.

11. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership or employment relationship. 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 assets.

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