Lead Assignor Agreement Template

LEAD ASSIGNOR AGREEMENT

This Lead Assignor Agreement (the "Agreement") is entered into as of , (the "Effective Date"), by and between:

Parties

Recitals

WHEREAS, Assignor is engaged in the business of generating and collecting prospective customer leads for the sale of products or services and maintains relationships, data and processes necessary to originate such leads; and

WHEREAS, Assignee desires to receive assignments of certain leads from Assignor and agrees to compensate Assignor in accordance with the terms set forth in this Agreement; and

WHEREAS, Assignor represents that it has the authority to assign and transfer the leads described herein and that such assignment will not violate any material agreement or law.

Definitions

"Lead" means a prospective customer record provided by Assignor to Assignee that includes, at minimum, the prospect's name, contact information and a concise description of product or service interest, together with any other data fields mutually agreed in writing.

Scope of Work

Lead Assignment; Acceptance

Assignor shall assign to Assignee and provide Leads in accordance with the Scope of Work. Each Lead delivered shall be accompanied by the data fields specified in the Scope of Work. Assignee shall have a -day period from receipt to accept or reject a Lead based on the mutually agreed acceptance criteria. Rejection must be accompanied by a written explanation enumerating the basis for rejection.

Payment Terms

As full compensation for assigned Leads, Assignee shall pay Assignor as follows:

Late payments shall accrue interest at the lesser of per month or the maximum rate permitted by applicable law, calculated from the invoice due date until paid in full. Assignee shall also reimburse Assignor for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

Term and Termination

The term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach. Termination will not relieve Assignee of the obligation to pay for Leads properly assigned and accepted prior to the effective date of termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" includes non-public Lead data, pricing, business processes, and customer lists. Recipient shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) employ reasonable safeguards to protect such information. Confidential Information does not include information that is or becomes generally known to the public other than by breach of this Agreement, independently developed without reference to the disclosing party's Confidential Information, or rightfully received from a third party without restriction.

Representations and Warranties

Assignor represents and warrants that (i) it has clear title to the Leads and the right to assign them, (ii) the Leads were collected in compliance with applicable law and with all required consents for assignment to Assignee, and (iii) to Assignor's knowledge, the Lead data delivered does not knowingly infringe any third party rights. ASSIGNOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY STATED HEREIN.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of its representations, warranties, confidentiality obligations, or its willful misconduct or negligence in connection with this Agreement.

Limitation of Liability

EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY ASSIGNEE TO ASSIGNOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

Data Protection and Compliance

Both parties shall comply with applicable data protection and privacy laws in the collection, transmission, handling and retention of Lead data. Assignor shall maintain records demonstrating consents and lawful basis for transfer and provide such records to Assignee upon reasonable request. Assignee shall use Lead data only for the purposes described in this Agreement.

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.

Entire Agreement

This Agreement, including any exhibits or addenda executed by the parties, constitutes the entire agreement between Assignor and Assignee with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements, understandings and communications relating to such subject matter. Any amendment or waiver must be in writing and signed by both parties.

Notices

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the mail with first-class postage prepaid, or one (1) business day after delivery to a nationally recognized express courier service.

Execution

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

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