Sales Lead Generation Agreement

SALES LEAD GENERATION AGREEMENT

This Sales Lead Generation Agreement (the Agreement) is made effective as of between:

Parties

Recitals and Definitions

WHEREAS, Seller provides marketing and lead generation services to identify prospective customers for Buyer's products or services; and WHEREAS, Buyer desires to retain Seller to perform lead generation services under the terms set forth in this Agreement.

"Lead" means a prospective client contact satisfying the Lead Qualification Criteria set forth in this Agreement. "Qualified Lead" means a Lead that meets the specific criteria and has been delivered and accepted in accordance with Sections Scope of Services and Acceptance.

Scope of Services

Seller will generate, qualify, and deliver Leads to Buyer as described in this section. Seller will use commercially reasonable efforts, compliant marketing practices, and lawful data collection methods. Seller shall not misrepresent Buyer, make promises on behalf of Buyer, or use Buyer's confidential materials without prior written consent.

Lead Qualification Criteria

Seller will deliver only Qualified Leads that satisfy the following minimum criteria unless otherwise agreed in writing: (a) accurate contact name; (b) valid phone number and/or email address; (c) documented expressed interest in Buyer's product or service; (d) geographic market:

Delivery, Acceptance, and Risk of Loss

Seller will deliver Leads via the delivery method specified below. Delivery will be deemed to occur when Seller uploads or transmits the Lead data to Buyer's designated delivery endpoint or email address. Buyer shall review and either accept or dispute each Lead within business days of receipt. If Buyer does not dispute within that period, the Lead is conclusively accepted.

Risk of loss or data integrity issues prior to Buyer acceptance shall remain with Seller. Seller shall maintain records sufficient to substantiate Lead generation and qualification for a period of at least months.

Pricing, Invoicing, and Payment Terms

Buyer shall pay Seller in accordance with the Fee Schedule below. All fees are quoted in USD and are exclusive of applicable taxes unless otherwise stated.

Invoices will be issued monthly or per delivered batch as selected: Monthly Per batch/delivery

Payment is due within days of invoice date. Accepted payment methods: Wire/Bank Transfer ACH Credit Card Check

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum allowed by law, and Buyer shall be responsible for reasonable collection costs and attorneys' fees incurred by Seller in collecting overdue amounts.

Refunds, Credits, and Disputes

Buyer may dispute the validity of a Lead by providing detailed written notice to Seller within the Acceptance Period identifying the specific deficiency. Seller will investigate and either cure or credit the disputed Lead at Seller's discretion. Refunds or credits are limited to the amount invoiced for the disputed Lead and do not include consequential or incidental damages.

Warranties and Exclusions

Seller represents that Leads supplied under this Agreement will be collected in accordance with applicable laws and will meet the agreed qualification criteria at the time of delivery. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Seller's warranty obligations are limited to correction, replacement, or credit for non-conforming Leads as provided herein.

Confidentiality and Data Protection

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement. Seller shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Lead data and personal information, and shall comply with applicable data protection laws. Seller will promptly notify Buyer of any unauthorized access, security incident, or data breach affecting Buyer data.

Intellectual Property

Seller retains all right, title, and interest in Seller's pre-existing systems, methodologies, and proprietary tools used to generate Leads. Buyer shall own the data and Leads delivered to Buyer upon payment in full. Seller grants Buyer a non-exclusive, perpetual license to use any aggregated, anonymized reporting provided by Seller.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE INCIDENT.

Term and Termination

This Agreement commences on the Effective Date and continues for an initial term of months, and shall automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. On termination, Buyer shall pay Seller for all accepted Leads and services performed through the effective termination date.

Non-Solicitation

During the term and for a period of months following termination, neither party shall knowingly solicit for employment any employee or contractor of the other party who was materially involved in performance of this Agreement without prior written consent.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation; unresolved disputes shall be submitted to binding arbitration in the selected jurisdiction unless injunctive relief is sought.

Notices

All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as a party designates by notice. Notices are effective upon receipt.

Miscellaneous

This Agreement, including any schedules and exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force.

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