Marketing Leads Agreement

MARKETING LEADS AGREEMENT

This Marketing Leads Agreement (the Agreement) is entered into as of by and between:

Parties

Client Name:   Address:

Lead Provider Name:   Address:

Recitals

WHEREAS, Client desires to acquire marketing leads that meet specified qualification criteria for the purpose of marketing and sales outreach; and

WHEREAS, Lead Provider represents that it sources, verifies, and maintains records for leads and is willing to provide such leads to Client under the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other material terms governing the provision and purchase of marketing leads.

Scope of Work

Lead Acceptance Criteria: Provider shall deliver leads that conform to the following minimum criteria:

Payment Terms

Compensation Model (select applicable):  Per Lead    Monthly Retainer    Other

All fees are exclusive of taxes. Client is responsible for any applicable sales, transfer, use or other taxes, excluding taxes on Provider's net income.

Term and Termination

Term Commencement Date:   Term End Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 30 days following written notice of such breach.

Upon termination, Provider shall deliver all completed leads and any agreed deliverables, and Client shall pay for all accepted leads delivered through the effective date of termination.

Confidentiality

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The receiving party shall (a) hold confidential information in strict confidence, (b) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information but in no event less than reasonable care, and (c) not disclose Confidential Information to third parties except as necessary to perform its obligations under this Agreement or as required by law. Confidentiality obligations shall survive termination for a period of years.

Ownership and Use of Leads

Provider represents and warrants that it has all rights necessary to provide the leads to Client and that each lead was collected and transferred in compliance with applicable laws and with valid consent where required. Ownership of data delivered to Client transfers to Client upon payment for accepted leads, subject to any restrictions expressly set forth herein.

Client shall not sell, resell or otherwise distribute the leads to third parties without prior written consent of Provider, except where agreed in writing that leads may be resold.

Indemnification

Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Provider's breach of its representations, warranties, or obligations under this Agreement, including claims that leads were procured in violation of applicable law.

Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR BUSINESS, WHETHER IN CONTRACT, TORT OR OTHERWISE. A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Compliance and Data Protection

Each party shall comply with all applicable data protection, privacy and electronic communications laws in connection with its performance under this Agreement. Provider shall maintain reasonable technical and organizational measures to protect lead data against unauthorized access, loss or disclosure.

Notices

Governing Law; Entire Agreement

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 hereby submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

This Agreement, together with any attachments or statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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