Real Estate Lead Replacement Agreement

REAL ESTATE LEAD REPLACEMENT AGREEMENT

This Real Estate Lead Replacement Agreement (the Agreement) is entered into as of (Effective Date) by and between:

RECITALS

WHEREAS, Provider operates a business that generates and supplies prospective buyer and seller leads for real estate transactions to licensed brokers and agents; and

WHEREAS, Client desires to receive qualified real estate leads from Provider under the terms set forth herein and requires a contractual assurance concerning replacement of leads that fail to meet the parties' agreed qualification criteria; and

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

1. SCOPE OF WORK

Provider will deliver prospective real estate leads to Client consistent with the description and standards set forth below. Provider shall use commercially reasonable efforts to verify information contained in each lead prior to delivery.

2. LEAD QUALIFICATION AND REPLACEMENT POLICY

A lead is a prospective buyer or seller who meets the qualification criteria agreed by the parties and who, at the time of delivery, provides contact information and affirmative interest in a real estate transaction. The parties agree that the agreed qualification criteria are the material basis for Provider's obligation to replace leads.

Replacement Request Procedure: Client must notify Provider in writing within days of Client's first attempted contact with the lead, provide documentation of attempted contact and the reason the lead fails to meet the qualification criteria. Provider shall investigate and, if the lead is found non-conforming, provide a replacement lead or credit within business days.

3. PAYMENT TERMS

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law and shall be subject to a late fee of .

4. TERM AND TERMINATION

Term: This Agreement begins on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

5. CONFIDENTIALITY

Each party acknowledges that in the course of performing this Agreement it may receive access to confidential information of the other party ("Confidential Information"). Confidential Information includes lead lists, lead source data, contact information, pricing, techniques, and business plans, whether marked confidential or reasonably understood to be confidential.

Each party shall: (a) protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not use the Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

6. LIMITATION OF LIABILITY; INDEMNIFICATION

EXCEPT FOR BREACHES OF CONFIDENTIALITY, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's willful misconduct or material breach of representations in this Agreement, subject to the limitations set forth above.

7. REPRESENTATIONS AND WARRANTIES

Provider represents that it has the right to sell or provide the leads and that, to Provider's knowledge, delivery of the leads to Client does not infringe third-party rights. Client represents that it is a licensed real estate professional where required and will use leads in compliance with applicable law.

8. 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.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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