Lead Generation Program Agreement

Lead Generation Program Agreement

Effective Date:

Recitals

WHEREAS, Service Provider is engaged in the business of generating and delivering sales leads, marketing contacts and consumer prospect information to third parties; and

WHEREAS, Client desires to retain Service Provider to perform lead generation services for Client pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, compensation, confidentiality and other terms governing their commercial relationship.

Scope of Work

Service Provider shall perform lead generation services as described below. Service Provider will use commercially reasonable efforts to develop, qualify and deliver leads meeting the acceptance criteria set forth herein.

Lead Quality and Acceptance

Client shall inspect and accept or reject delivered leads within days of receipt. A rejected lead must be accompanied by written reasons demonstrating failure to meet the agreed acceptance criteria. If Client does not timely notify Service Provider of rejection, the lead will be deemed accepted.

Payment Terms

Compensation shall be paid as set forth below. All fees are exclusive of taxes, which Client shall pay where applicable.

Per-Lead Fee (if applicable): $ per accepted lead.

Monthly Retainer (if applicable): $ payable in advance on the first day of each month.

Late Payment: Unpaid amounts shall incur interest at % per month (or the maximum permitted by law), together with Service Provider's reasonable collection costs.

Term and Termination

This Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breach is not cured within 30 days after written notice.

Confidentiality

"Confidential Information" means non-public information disclosed by either party relating to business operations, leads, customer lists, pricing, marketing strategies, technology, and other information designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than this Agreement; and (c) take reasonable measures to protect confidentiality.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's possession prior to receipt from the disclosing party without obligation of confidentiality; (iii) is rightfully obtained from a third party without breach of a confidentiality obligation; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

Upon termination, the receiving party shall return or destroy Confidential Information and certify such destruction upon request. Monetary damages may be inadequate remedy for breach of confidentiality; therefore, the disclosing party may seek injunctive relief in addition to other remedies.

Compliance; Data Protection

Each party shall comply with applicable laws governing privacy, telemarketing and data protection. Service Provider shall not deliver leads obtained in violation of applicable law and shall cooperate with Client to address complaints, opt-outs and data subject requests.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. EXCEPT FOR A PARTY'S BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

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 its Exhibits and any written statements of work executed hereunder, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and communications, whether written or oral. Any amendment must be in writing signed by both parties.

Miscellaneous

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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