Legal Amendatory Lead

LEGAL AMENDATORY LEAD

This Amendment (the "Amendment") is made and entered into as of Effective Date: by and between Client Name: with principal address at and Service Provider Name: with principal address at (each a "Party" and together the "Parties").

RECITALS

WHEREAS, the Parties entered into a Lead Generation Agreement titled: dated (the "Agreement");

WHEREAS, the Parties desire to amend certain provisions of the Agreement as set forth herein to reflect updated compensation, lead handling and data protection obligations; and

WHEREAS, capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. AMENDMENT

1.1. Amendment to Specific Sections. The Agreement is hereby amended by deleting the text of Section(s) identified below and replacing such text in its entirety with the Replacement Language set forth in the table below. Sections to be amended (list section numbers and headings):

2. EFFECT OF AMENDMENT

2.1. Except as expressly amended by this Amendment, all terms, covenants and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

2.2. No Waiver of Rights. Nothing in this Amendment shall constitute a waiver of any right or remedy available to a Party under the Agreement or at law or equity, except as expressly provided herein.

3. FEES AND PAYMENT

3.1. Revised Consideration. If applicable, the fee(s) applicable to the amended Section(s) shall be: payable in accordance with the payment terms set forth in the Agreement, as amended.

3.2. Fee Adjustments. Any disputes concerning amounts due shall be governed by the dispute resolution provisions of the Agreement, provided however that undisputed amounts shall be paid when due.

4. LEAD HANDLING; CONFIDENTIALITY; DATA

4.1. Lead Handling. Service Provider shall handle all leads in accordance with the revised lead acceptance and qualification criteria set out in the Replacement Language. Service Provider will not divert, resell or assign leads to third parties except as expressly authorized in writing by Client.

4.2. Confidentiality. Each Party acknowledges that leads and related data constitute Confidential Information. Each Party shall protect Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care, and shall use Confidential Information only for performance under the Agreement.

By checking the box, the Party represents that it will implement reasonable technical and organizational measures to protect personal data processed in connection with the Agreement.
Client agrees to process personal data in compliance with applicable law.    Provider agrees to process personal data in compliance with applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1. Each Party represents and warrants that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has full power and authority to enter into and perform this Amendment; and (c) execution and delivery of this Amendment and performance hereunder have been duly authorized by all necessary corporate or other action.

6. INDEMNIFICATION

6.1. Mutual Indemnity. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Amendment or its negligent or willful acts or omissions in performing obligations hereunder.

7. TERM; TERMINATION

7.1. Term. This Amendment shall become effective as of the Effective Date specified above and shall continue in effect for the remaining term of the Agreement unless earlier terminated in accordance with the Agreement.

7.2. Termination Rights. Termination of the Agreement shall operate to terminate this Amendment. Termination shall not affect accrued rights or obligations of the Parties as of the effective date of termination.

8. NOTICES

8.1. All notices, requests, demands and other communications required or permitted under this Amendment shall be in writing and shall be delivered to the addresses set forth below or such other address as a Party may designate by notice in accordance with this Section.

9. MISCELLANEOUS

9.1. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the jurisdiction specified in the Agreement; if the Agreement does not specify a governing jurisdiction, the laws of the state of shall govern, without regard to choice of law principles.

9.2. Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relating thereto.

9.3. Severability. If any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

9.4. Amendments; Waiver. No amendment to this Amendment shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing.

9.5. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals.

EXECUTION

The Parties have executed this Amendment as of the Effective Date first written above.

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