Leads Management Agreement

LEADS MANAGEMENT AGREEMENT

This Leads Management Agreement (the Agreement) is entered into effective as of (the Effective Date), by and between:

Parties

Recitals

WHEREAS, Client desires to obtain certain leads for potential customers or clients in connection with Client's business activities, and Provider has expertise in generating, qualifying, and managing such leads;

WHEREAS, Provider agrees to generate, receive, manage, and deliver leads to Client subject to the scope, payment, and confidentiality provisions set forth in this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations regarding lead delivery, qualification criteria, compensation and data handling.

Scope of Work

Provider shall perform lead generation and management services as described below and in any applicable schedules: identify prospective customers, verify contact details, preliminarily qualify interest according to the agreed criteria, and deliver leads to Client's designated contact or system.

Payment Terms

Compensation for delivered, qualified leads shall be paid by Client to Provider in accordance with the following:

All payments are exclusive of taxes; Client shall be responsible for any sales, use or other taxes, except taxes based on Provider's net income. Provider shall provide invoices itemizing leads delivered and the basis for qualification.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. Termination shall not relieve Client of obligations to pay for leads delivered and accepted prior to termination, nor shall it relieve Provider of obligations to return or destroy Confidential Information as required below.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, including lead lists, contact information, pricing, qualification criteria, business processes and analytics. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it solely to perform under this Agreement, and (iii) not disclose it to third parties except to employees, contractors or agents with a need to know who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that is publicly known through no fault of the receiving party, was known prior to disclosure, is independently developed, or becomes rightfully known by a third party.

In the event of unauthorized disclosure or threatened disclosure of Confidential Information, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies at law or equity.

Data Handling and Compliance

Provider shall handle personal data contained in leads in accordance with applicable data protection laws. Provider shall not sell, rent or otherwise monetize Client lead data. Provider shall promptly notify Client of any data breach affecting Client data and cooperate in remediation efforts.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other party from third-party claims arising out of its breach of this Agreement, negligence, or willful misconduct. Except for indemnification and willful misconduct, neither party shall be liable for consequential, incidental, or punitive damages; total aggregate liability shall not exceed the amounts paid or payable under this Agreement in the prior six (6) months.

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 conflicts of law principles. The parties agree to attempt in good faith to resolve disputes by negotiation prior to initiating litigation or arbitration.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties. Neither party may assign its rights under this Agreement without the prior written consent of the other, except to a successor in interest of substantially all assets or business related to the Agreement.

Notices

All notices under this Agreement shall be in writing and sent to the addresses below (or to such other address as a party may designate by notice in accordance with this provision).

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