Marketing Lead Generation Service

MARKETING LEAD GENERATION SERVICE AGREEMENT

This Marketing Lead Generation Service Agreement (the "Agreement") is entered into by and between:

Client Name:   Client Address:

Agency Name:   Agency Address:

RECITALS AND TERM

WHEREAS, Agency provides digital marketing and lead generation services; and WHEREAS, Client desires to retain Agency to perform lead generation services under the terms set forth herein. This Agreement commences on and continues until unless earlier terminated in accordance with Section Termination below.

DEFINITIONS

"Lead" means a prospective customer contact provided to Client that meets the Qualification Criteria specified in this Agreement. "Campaign" means the lead generation activity described below. "Confidential Information" has the meaning set forth in Confidentiality.

CAMPAIGN DESCRIPTION & OBJECTIVES

DELIVERABLES AND SCOPE OF SERVICES

Agency shall perform the services described below and deliver Leads that satisfy the Qualification Criteria. Specific deliverables, quantities, and deadlines are set out in the schedule fields below.

Quantity/Target:   Format/Transmission:   Delivery Deadline:

Quality Assurance: Agency will validate leads against the Qualification Criteria prior to delivery. Rejected leads shall be credited or replaced in accordance with the Lead Acceptance and Rejection procedure.

LEAD QUALIFICATION & ACCEPTANCE

Lead Acceptance Period: Client shall have calendar days from receipt to accept or reject a Lead. Rejection must be accompanied by a written explanation citing the Qualification Criteria.

COMPENSATION & PAYMENT

Retainer Fee (if any):   Per-Lead Fee:

Late Payments: Amounts not paid within days after invoice due date shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

EXPENSES & TAXES

Pre-approved, out-of-pocket third-party expenses incurred by Agency in performance of the Campaign shall be reimbursed by Client upon presentation of receipts. All fees are exclusive of taxes; Client is responsible for all applicable sales, use, VAT, or similar taxes, excluding taxes based on Agency's net income.

INTELLECTUAL PROPERTY AND DATA RIGHTS

Ownership of Leads: Subject to payment in full, Client shall own all right, title and interest in and to Leads delivered under this Agreement. Agency retains ownership of its pre-existing intellectual property, tools, methodologies and any aggregated, anonymized campaign performance data, provided such data does not include Client Confidential Information or personal data that identifies an individual.

License to Use Materials: Client grants Agency a non-exclusive, revocable license to use Client-branded materials solely to perform the Services. Upon termination, Agency shall cease use and return or destroy Client materials as directed.

DATA PROTECTION & COMPLIANCE

Agency shall implement commercially reasonable technical and organizational measures to protect personal data and to comply with applicable data protection laws. Agency will process personal data only on Client's documented instructions and will assist Client in responding to data subject requests where applicable.

FTC DISCLOSURE & MARKETING COMPLIANCE

Agency represents that all advertising, solicitations and communications delivered in connection with the Campaign will comply with applicable advertising and marketing laws and regulations, including truthful disclosures and required sponsor identification. Agency will promptly notify Client of any communications or regulatory inquiries concerning Campaign disclosures.

EXCLUSIVITY

Exclusivity: Agency shall be the exclusive provider for the Campaign in the Territory during the Term.    No exclusivity. Territory (if exclusive):

TERMINATION AND KILL FEE

Either party may terminate this Agreement for convenience upon days' prior written notice. Client may terminate for cause if Agency materially breaches and fails to cure within thirty (30) days after written notice. In the event of termination by Client for convenience, Client shall pay a termination (kill) fee equal to the greater of: (a) unpaid fees for Services performed through the effective termination date; or (b) .

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose Confidential Information of the other party except as necessary to perform this Agreement. Confidential Information excludes information that is or becomes publicly known other than by breach, is rightfully received from a third party without restriction, or is independently developed. Confidential obligations survive termination for three (3) years; trade secrets survive as long as applicable law requires.

REPRESENTATIONS, WARRANTIES, AND INDEMNITIES

Agency represents that it will perform services in a professional manner and in compliance with applicable laws. Client represents that it has the right to provide any materials supplied to Agency and to accept Leads. Each party indemnifies the other against claims arising from its breach of this Agreement, its negligence, or its willful misconduct. Indemnified party shall provide prompt written notice of claim and cooperate in defense.

Limitation of Liability: Except for indemnification obligations, willful misconduct or gross negligence, neither party's aggregate liability shall exceed the total fees paid by Client to Agency under this Agreement during the preceding six (6) months.

REPORTING, RECORDS & AUDIT

Agency will provide campaign performance reports at a cadence specified in the Reporting Schedule: . Client may audit records related to lead delivery and verification upon reasonable prior written notice, not more than once per 12-month period.

FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, pandemics, strikes, or interruptions of telecommunications or internet service, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.

NOTICES, GOVERNING LAW AND MISCELLANEOUS

Notices shall be in writing and delivered to the billing/contact addresses above. This Agreement is governed by the laws specified here: without regard to conflict-of-law principles. This Agreement constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing signed by both parties.

ADDITIONAL TERMS

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign.

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