Marketing LeadMark Template

Marketing LeadMark Template

RECITALS

WHEREAS, Client Name: seeks assistance in generating, qualifying and transferring prospective customer leads for Client's marketing initiatives; and

WHEREAS, Provider Name: possesses marketing systems, LeadMark materials, and services to source and deliver leads in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, lead qualification standards, payment terms, confidentiality obligations, and other material terms effective as of Effective Date: .

SCOPE OF WORK

Provider shall perform lead generation, qualification, and transfer services (the "Services") as described below. Provider will use its LeadMark process to identify prospective customers, collect required contact information, and transmit accepted leads to Client in accordance with the lead delivery schedule and acceptance criteria set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider for the Services as follows. Fees are non-refundable except as expressly stated in this Agreement.

Provider may incur reasonable out-of-pocket costs on Client's behalf only with Client's prior written authorization. Reimbursable expenses require documentation and will be invoiced monthly. Provider to obtain prior written approval for any single expense exceeding $

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice not less than days prior to the effective termination date. Upon termination, Provider shall invoice Client for all Services performed and deliverables provided through the effective date of termination.

Either party may terminate immediately for uncured material breach following ten (10) days' written notice specifying the breach. Material breach includes failure to pay undisputed amounts when due or repeated failure to meet Lead Acceptance Criteria.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to hold in strict confidence all Confidential Information disclosed by the other party (the "Disclosing Party"). Confidential Information includes, without limitation, lead lists, lead sources, pricing, marketing strategies, customer data, and technical processes used in the LeadMark system. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without access to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid subpoena provided the Disclosing Party is given prompt notice to seek protective relief.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, contractors, or affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Upon termination or written request, the Receiving Party will promptly return or certify destruction of Confidential Information and any copies thereof.

INTELLECTUAL PROPERTY AND LEAD OWNERSHIP

Subject to Client's payment of all amounts due, Provider assigns to Client all rights, title and interest in and to leads delivered and accepted under this Agreement. Provider retains ownership of Provider's pre-existing systems, methodologies, and LeadMark materials and grants Client a limited, non-exclusive, non-transferable license to use any Provider materials delivered solely for Client's internal use in connection with the accepted leads.

REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement. Provider warrants that to the best of its knowledge leads provided comply with applicable laws and are collected with proper consent where required. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER MAKES NO OTHER WARRANTIES, AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals, and communications. Any modification must be in a writing signed by an authorized representative of each party.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses provided by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

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