Sales Leads Program

SALES LEADS PROGRAM

This Sales Leads Program Agreement ("Agreement") is entered into by and between Provider Name: and Participant Name: . Effective Date: .

1. Parties and Billing Information

2. Program Overview

Provider will supply sales leads to Participant in accordance with the Lead Categories, Delivery and Acceptance criteria set forth below. Leads mean prospective customer contact information and associated qualifying data. Provider retains sole responsibility for lead generation compliance with applicable data protection and telemarketing laws. Participant shall utilize leads solely for the business purposes described in this Agreement.

3. Lead Categories and Pricing

4. Payment Terms

Payment Due: Net days from invoice date. Accepted methods: . Late payments incur a late fee of per month on any overdue balance.

5. Lead Delivery and Acceptance

Delivery Method: . Estimated Delivery Frequency: .

Acceptance Criteria: Participant must review each lead within calendar days. Leads accepted by Participant become non-refundable unless Provider materially misrepresented the lead data. Provider will not be responsible for conversion outcomes; success metrics are subject to separate agreement if required.

6. Warranty and Data Compliance

Provider represents and warrants that: (a) it has the right to share lead data with Participant; (b) lead data has been collected in compliance with applicable data protection and telemarketing laws; and (c) to the Provider's knowledge, lead contact details are accurate at time of delivery. Provider's warranty period is month(s) from delivery for defects in the accuracy of data furnished by Provider.

7. Returns, Refunds, and Credits

Refunds or credits for rejected leads are limited to leads that fail to meet Acceptance Criteria and are documented in writing within the Acceptance Period. Credits will be applied to future invoices or, at Provider's option, refunded within 30 days following written agreement. Provider is not responsible for downstream costs associated with Participant's outreach or marketing spend.

8. Indemnification

Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of this Agreement, gross negligence, willful misconduct, or violation of applicable law by the indemnifying party. Provider's indemnity for claims arising from lead data shall be limited to fees paid by Participant for the specific lead(s) that give rise to the claim.

9. Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party will be liable for consequential, incidental, punitive or exemplary damages. Aggregate direct damages recoverable under this Agreement shall not exceed the lesser of the fees paid by Participant to Provider in the twelve (12) months preceding the event giving rise to liability or .

10. Term, Termination and Survival

Term: This Agreement begins on the Effective Date and continues for an initial term of months and shall automatically renew for successive one (1) month periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

Termination: Either party may terminate for material breach if such breach remains uncured for 30 days following written notice. Termination for convenience requires 60 days written notice. Provisions intended to survive termination include Payment Terms, Indemnification, Limitation of Liability, Confidentiality and Governing Law.

11. Confidentiality and Data Protection

Each party will keep confidential all non-public information received under this Agreement and will use such information solely for performance hereunder. Provider shall implement commercially reasonable technical and organizational measures to protect lead data. Participant shall not resell or transfer lead data to third parties except as explicitly permitted in writing.

12. Non-Solicitation and Non-Circumvention

Participant agrees not to solicit Provider's direct lead generation staff or contractors during the Term and for twelve (12) months following termination. Participant will not directly contact or contract any lead source identified by Provider for purposes of bypassing Provider's commercial relationship without Provider's prior written consent.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. Parties agree to attempt good faith negotiation prior to initiating litigation. Exclusive venue for disputes shall be courts located in the county of the governing law state unless otherwise agreed in writing.

14. Notices

All notices required or permitted under this Agreement must be in writing and sent to the addresses below or to any other address designated by a party in writing.

15. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

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