Business Services Winkleads

BUSINESS SERVICES AGREEMENT — WINKLEADS

This Business Services Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Provider is engaged in the business of providing digital lead generation, marketing strategy, and related business services under the trade name Winkleads; and

WHEREAS, Client desires to retain Provider to perform the services described in this Agreement and Provider is willing to perform such services on the terms and conditions set forth herein.

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

SCOPE OF WORK

Provider will perform the services described below in accordance with the specifications and timelines agreed by the parties. Services may include lead generation campaigns, campaign management, list procurement and cleansing, creative development, analytics reporting, and consulting as set forth in the scope below.

PAYMENT TERMS

Client agrees to pay Provider the fees set forth below in consideration for the services performed. All fees are exclusive of taxes, which shall be the responsibility of Client unless Provider is required to collect taxes under applicable law.

Late payments shall accrue interest at the rate of percent per month (or the maximum rate permitted by applicable law, if lower), calculated monthly on the overdue balance from the due date until paid in full. Client shall also reimburse Provider for reasonable collection costs, including attorneys' fees, if collection is necessary.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for fifteen (15) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made by Provider.

CONFIDENTIALITY

Each party (the Recipient) acknowledges that it may receive Confidential Information of the other party (the Discloser). "Confidential Information" means non-public business, technical, financial, marketing, or other information disclosed in any form and designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Recipient shall: (a) hold Confidential Information in strict confidence and take reasonable measures to protect it; (b) use Confidential Information only to perform obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no breach by Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Recipient without use of Discloser's Confidential Information; or (iv) is required to be disclosed by law, provided Recipient gives prompt written notice to Discloser and cooperates with Discloser to seek confidential treatment or a protective order. Obligations under this Section shall survive termination of this Agreement for a period of unless a longer statutory period applies.

INTELLECTUAL PROPERTY; DATA

Unless otherwise agreed in writing, Provider retains all right, title and interest in any methodologies, tools, processes, concepts, templates, and intellectual property developed or used by Provider prior to or in connection with this Agreement. Client shall own deliverables specifically created for Client and identified as deliverables in the Scope of Work upon full payment of all amounts due, subject to Provider's ownership of pre-existing materials and Provider's right to use aggregated, de-identified performance data for benchmarking and service improvement.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT WHERE APPLICABLE LAW REQUIRES OTHERWISE.

GOVERNING LAW AND DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes promptly through negotiation. If the dispute cannot be resolved by negotiation within forty-five (45) days, the parties may pursue any available legal or equitable remedies in the state or federal courts located in the governing state named above, and each party consents to exclusive jurisdiction and venue in those courts.

ENTIRE AGREEMENT

This Agreement, including any Scope of Work attached or incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether oral or written. Any modification or waiver of any provision of this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties.

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