Lead Based Business Document

Lead Based Business Document

This Lead Based Business Agreement (the Agreement) is entered into as of by and between Provider Name: , located at , and Client Name: , located at .

Recitals

WHEREAS, Provider is engaged in the business of sourcing and delivering business leads and has expertise in generating potential customer contacts for the Client's products and services; and

WHEREAS, Client desires to procure such leads from Provider for the purpose of marketing, sales outreach, and follow-up, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the responsibilities, quality standards, payment terms, confidentiality obligations, and other provisions governing the exchange and use of leads.

Scope of Work

Provider shall deliver leads as described below. Provider will use commercially reasonable efforts to source, verify, and transmit each lead in accordance with the specifications and acceptance criteria set forth in this Section.

Provider will deliver leads via the agreed delivery method and format. Each lead will include, at minimum, the contact name, phone number, email (if available), source of consent for contact, date/time of capture, and any qualifying attributes specifically requested by Client. Provider will mark leads that are aged older than days.

Payment Terms

Client will pay Provider as follows.

Payments are due within days of the invoice date. Late payments shall incur a late fee of per month on the unpaid balance or the maximum permitted by law, whichever is lower.

All fees are exclusive of taxes. Client shall be responsible for any sales, use, value-added, or similar taxes arising from this Agreement, except taxes based on Provider's net income.

Lead Acceptance and Quality

Client will inspect leads within business days of receipt. Client may reject leads that materially fail to meet the stated specifications or that are duplicates of leads previously delivered and accepted. Provider will, at its option, replace rejected leads or credit Client's account for the amount charged for such rejected leads.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breach remains uncured for a period of days after written notice of such breach. Termination will not relieve Client of its obligation to pay for leads delivered and accepted prior to termination.

Confidentiality

Each party (the Receiving Party) shall treat as confidential and shall not disclose or use any non-public business or technical information of the other party (the Disclosing Party) obtained under this Agreement, including but not limited to lead lists, pricing, customer data, and contact information, except as necessary to perform its obligations under this Agreement. The obligations in this Section shall survive termination or expiration of this Agreement for years.

Provider represents and warrants that it will obtain and maintain all necessary consents, permissions, and lawful bases to provide Client with each lead, and that Provider's collection and delivery methods comply with applicable data protection, telemarketing, and consumer protection laws. Client agrees to use leads in compliance with applicable laws and to maintain the confidentiality of personal information received from Provider.

Data Security and Use

Provider will implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the security and integrity of lead data during transmission and storage. Client may not resell, transfer, or otherwise convey lead data to third parties without Provider's prior written consent, except that Client may use contractors under written obligations no less protective than this Agreement.

Limitation of Liability

Except for a party's indemnification obligations or willful misconduct, neither party will be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or business interruption. Each party's aggregate liability arising out of or relating to this Agreement will not exceed the fees paid or payable by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

Indemnification

Provider will indemnify and hold harmless Client from third-party claims arising from Provider's breach of representations regarding consent and lawfulness of lead collection. Client will indemnify and hold harmless Provider from claims arising from Client's misuse of leads or failure to comply with contact and privacy laws.

Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction of , without regard to choice of law rules.

The parties shall attempt in good faith to resolve any dispute arising from or relating to this Agreement through negotiation. If negotiations fail, the parties may pursue any available legal or equitable remedies in the courts of the governing jurisdiction.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of 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 notice in writing. Notices are effective upon receipt.

Representations and Certifications

Provider certifies that, to the best of its knowledge, leads supplied to Client were collected in accordance with all applicable laws and that Provider has obtained any consents necessary for Client's use of the contact information for outreach. Client acknowledges responsibility for verifying consent and for ensuring its outreach methods comply with applicable laws and regulations.

Administrative Contacts

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