This Lead Generation Agreement (“Agreement”) is made and entered into as of [Effective Date] (“Effective Date”), by and between [Client Name], a [corporation/limited liability company/other legal entity] organized and existing under the laws of [Jurisdiction], with principal place of business at [Client Address] (“Client”), and [Lead Generator Name], a [corporation/limited liability company/other legal entity/individual] organized and existing under the laws of [Jurisdiction], with principal place of business at [Lead Generator Address] (“Lead Generator”). Each of Client and Lead Generator may be referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Client desires to engage Lead Generator to provide certain lead generation services for the purposes of identifying potential customers or business opportunities for Client’s products or services; and

WHEREAS, Lead Generator has expertise and resources to provide such lead generation services and agrees to provide such services to Client upon the terms and conditions set forth herein;

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

1. Definitions and Interpretation

   1. For purposes of this Agreement, the following terms shall have the meanings set forth below:

   2. “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.

   3. “Confidential Information” means all non-public, proprietary, or confidential information disclosed by one Party to the other, whether orally, in writing, or by any other means, including but not limited to business, technical, and financial information.

   4. “Lead” means a prospective customer, client, or business opportunity identified by Lead Generator that meets the Lead Qualification Criteria set forth herein.

   5. “Services” means the lead generation activities and related services to be performed by Lead Generator as described in this Agreement.

   6. “Intellectual Property Rights” means all intellectual property rights, including but not limited to copyrights, patents, trademarks, service marks, trade secrets, know-how, and any related applications or registrations.

   7. “Qualified Lead” means a Lead that meets all the Lead Qualification Criteria as specified in this Agreement and is accepted by Client.

   8. Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing a gender include every gender. Headings are for convenience only and shall not affect the interpretation of this Agreement.

   9. Any reference to a Party includes its permitted successors and assigns. Any reference to “including” means “including, without limitation.”

2. Appointment and Scope of Services

   1. Client hereby appoints Lead Generator as an independent contractor to provide the Services described herein, and Lead Generator accepts such appointment upon the terms and subject to the conditions of this Agreement.

   2. Lead Generator shall identify, qualify, and refer potential Leads to Client, using commercially reasonable efforts and applying industry best practices.

   3. The scope of Services to be provided by Lead Generator shall include, but not be limited to, identifying target markets, conducting outreach and engagement with prospective Leads, collecting relevant Lead information, and submitting Leads to Client in the format and manner specified by Client.

   4. The Parties may from time to time agree in writing to amend, expand, or otherwise modify the scope of Services, provided that such modifications shall be subject to the terms of this Agreement unless otherwise expressly agreed.

   5. Lead Generator shall act as an independent contractor and not as an employee, agent, or partner of Client, and shall have no authority to bind or obligate Client in any manner.

   6. Nothing in this Agreement shall be construed to limit Client’s right to engage other lead generators or to engage in its own lead generation activities, except as otherwise expressly set forth in Section Exclusivity and Non-Circumvention.

   7. All Services performed under this Agreement shall be rendered in accordance with Client’s reasonable instructions and guidelines communicated in writing from time to time.

3. Term and Termination

   1. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions herein, shall continue for a period of [Initial Term, e.g., one (1) year].

   2. Either Party may terminate this Agreement for convenience upon giving not less than [Notice Period, e.g., thirty (30)] days’ prior written notice to the other Party.

   3. Either Party may terminate this Agreement immediately upon written notice in the event of a material breach by the other Party, provided that such breach is not cured within [Cure Period, e.g., fifteen (15)] days after receipt of written notice of such breach.

   4. Client may terminate this Agreement immediately upon written notice in the event that Lead Generator becomes insolvent, declares bankruptcy, or ceases to carry on business.

   5. Upon termination or expiration of this Agreement for any reason, Lead Generator shall immediately cease providing the Services and shall promptly return or destroy all Client Confidential Information in its possession, at Client’s direction.

   6. Termination of this Agreement shall not relieve either Party of any obligations accrued prior to the effective date of termination, including payment obligations.

   7. Sections of this Agreement which by their nature should survive termination, including but not limited to Confidentiality and Non-Disclosure, Indemnification, and Limitation of Liability, shall so survive.

4. Lead Qualification Criteria

   1. Leads submitted by Lead Generator to Client shall meet the qualification criteria set forth in this Section (“Lead Qualification Criteria”).

   2. A Lead must fall within the target market or demographic profile specified by Client and communicated to Lead Generator in writing.

   3. A Lead must not be an existing client, customer, or lead previously identified or engaged by Client, or otherwise previously submitted by Lead Generator or any third party.

   4. A Lead must include all minimum required information as specified by Client, which may include but is not limited to name, contact details, company affiliation, and expressed interest in Client’s products or services.

   5. A Lead must be generated through lawful and ethical means, and must not be obtained through deceptive, fraudulent, or unsolicited means (including but not limited to spam or telemarketing in violation of applicable regulations).

   6. All Lead information provided to Client must be accurate, current, and verifiable, and Lead Generator shall use reasonable efforts to confirm the validity and interest of each Lead prior to submission.

   7. Client shall have the sole discretion to accept or reject any Lead submitted by Lead Generator, and only Leads accepted by Client shall be deemed Qualified Leads for purposes of compensation.

   8. The Parties may amend the Lead Qualification Criteria from time to time by mutual written agreement.

5. Obligations of the Lead Generator

   1. Lead Generator shall perform the Services in a diligent, professional, and workmanlike manner in accordance with industry standards and Client’s reasonable requirements.

   2. Lead Generator shall ensure that all Leads submitted are original and have not been sourced from or submitted by any other party.

   3. Lead Generator shall maintain accurate and complete records regarding all Leads and Services provided under this Agreement and shall provide such records to Client upon reasonable request.

   4. Lead Generator shall promptly notify Client of any actual or suspected issues, errors, or deficiencies in any Leads or in the performance of the Services.

   5. Lead Generator shall refrain from making any false, misleading, or unauthorized representations regarding Client, its products, or services.

   6. Lead Generator shall comply with all written instructions, guidelines, and policies provided by Client, including but not limited to any applicable marketing, privacy, data protection, and communications policies.

   7. Lead Generator shall be solely responsible for all costs and expenses incurred in the performance of the Services, unless otherwise expressly agreed by Client in writing.

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