Legal Lead Document

Legal Lead Document

This Legal Lead Document (the Agreement) is entered into as of Effective Date: by and between Provider Name: with principal place of business at , and Client Name: with principal place of business at .

Recitals

WHEREAS, Provider maintains a database and means of acquiring prospective customer information and other potential client contacts (collectively, Leads) and offers such Leads for sale or referral to authorized purchasers; and

WHEREAS, Client desires to purchase or be referred Leads from Provider in accordance with the terms and conditions set forth in this Agreement, and Provider is willing to provide such Leads subject to those terms and conditions; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding the delivery, acceptance, payment, use, ownership and confidentiality of the Leads.

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

1. Definitions

1.1 "Lead" means information regarding a prospective customer provided by Provider to Client that includes at minimum the contact name, telephone number or email address, and associated information necessary for Client to initiate commercial contact. Lead quality criteria are set forth in Section 3.

1.2 "Accepted Lead" means a Lead that meets the Lead quality criteria in Section 3 and that Client has not rejected within the Acceptance Period defined below.

2. Term

This Agreement commences on the Effective Date and shall continue for an initial term of months, unless earlier terminated as provided in Section 10. Thereafter the Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. Lead Delivery; Lead Criteria; Acceptance

3.1 Delivery. Provider will deliver Leads to Client by electronic transmission to the Client contact below or by other method agreed in writing. Delivery frequency:

3.2 Quality Criteria. Leads must meet the following minimum criteria: (a) current and verifiable contact information; (b) expressed interest within days prior to delivery; (c) geographic territory: . Provider represents that, to Provider's knowledge, the Leads comply with these criteria at time of delivery.

3.3 Acceptance. Client shall have an acceptance period of calendar days from receipt of each Lead to notify Provider of a rejection and state the specific basis for rejection. Failure to timely notify Provider shall constitute acceptance of the Lead.

4. Payment; Invoicing; Refunds

4.1 Fees. Client shall pay Provider a fee of per Accepted Lead, exclusive of taxes. Alternatively, parties may specify a flat monthly fee of if applicable.

4.2 Invoicing and Payment. Provider will invoice Client monthly. Client shall pay undisputed invoices within days of invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Refunds; Credits. If a Lead is properly rejected pursuant to Section 3.3, Provider shall, at Provider's option, issue a credit against future invoices or refund the fee for the rejected Lead within days following written agreement of the rejection by the parties.

5. Ownership; License; Use Restrictions

5.1 Ownership. Provider retains all right, title and interest in and to Provider's databases, lead generation methodologies, trade secrets and other proprietary materials. Nothing in this Agreement transfers ownership of such intellectual property to Client.

5.2 Limited License. Subject to payment of fees and compliance with this Agreement, Provider grants Client a non-exclusive, non-transferable, limited right to use Accepted Leads solely for Client's internal marketing and business development purposes in the Territory.

5.3 Use Restrictions. Client shall not resell, sublicense, publish, or otherwise distribute Leads to third parties, nor use Leads in any manner that violates applicable law. Client shall maintain reasonable safeguards to prevent unauthorized access to Leads.

6. Confidentiality

Each party (Recipient) shall maintain the confidentiality of Confidential Information disclosed by the other party (Discloser) and shall not disclose such information to any third party except to its employees, agents or contractors who need access and who are bound by confidentiality obligations at least as protective as those in this Agreement. "Confidential Information" includes Leads, pricing, and any non-public business information. Confidential Information does not include information that is or becomes publicly known other than by breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed by Recipient.

7. Representations and Warranties

7.1 Mutual. Each party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any agreement to which it is a party.

7.2 Provider. Provider represents that, to the best of its knowledge, Leads provided under this Agreement were collected in compliance with applicable data privacy laws and that it has the right to provide such Leads to Client. Provider does not warrant that use of the Leads will result in any particular level of sales or success.

8. Indemnification

8.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim arising out of Provider's breach of its representations in Section 7.2 or Provider's willful misconduct in the collection or provision of Leads.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any third-party claim arising from Client's use of Leads in breach of this Agreement or applicable law.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Termination

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for thirty (30) days after written notice. Either party may terminate for convenience upon sixty (60) days' prior written notice. Termination shall not relieve Client of its obligation to pay for Accepted Leads delivered prior to the effective date of termination.

11. Notices

All notices under this Agreement must be in writing and sent to the addresses set forth below or such other address as a party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

12. Amendments; Waiver; Counterparts

Any modification or amendment of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

14. Entire Agreement; Severability

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' intent.

15. Miscellaneous Provisions

15.1 Compliance with Law. Each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement, including data protection and telemarketing laws.

15.2 Audit Rights. Client shall maintain records necessary to verify compliance with this Agreement for a period of two (2) years. Provider shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify payments and usage, provided that any such audit is conducted in a manner that does not unreasonably interfere with Client's business.

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