AGREEMENT FOR THE SALE OF LEADS

February 22, 2024

AGREEMENT FOR THE SALE OF LEADS

This Agreement (“Agreement”) is made and entered into on [INSERT DATE], by and between VVVV , a limited liability company organized and existing under the laws of the State of KKKK and the LLLL, with offices at UUUU(hereinafter referred to as “Provider”) and [INSERT CLIENT’S NAME], a [INSERT STATE] corporation with its principal place of business at [INSERT ADDRESS], (hereinafter referred to as “Client”) also individually referred to as “Party” and collectively referred to as “Parties”.

WHEREAS, the Provider is engaged in the business of lead generation and has the ability to generate qualified leads for certain services as outlined in the preamble;

WHEREAS, the Client desires to purchase such leads from the Provider on a pay-per-lead basis; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the sale of such leads.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

  1. THE ORDER.

 

  1. The Client’s orders or quotations must be accompanied by sufficient information to enable the Provider to execute them and must include at least the quantity of leads ordered as well as the campaign start date.

 

  1. Each order is unique and may be renewed. The Client’s requirement for the quality of the desired leads may necessitate a longer lead time for the execution of the order. This delay cannot be taken into account when cancelling an order.

 

  1. PAYMENT.

The Client shall pay the Provider for the Services according to the pay-per-lead basis. The Client shall make payment within [INSERT NUMBER] days of receipt of invoice.

  • CONFIDENTIALITY.

During the term of this Agreement and thereafter, both Parties agree to keep all confidential information, including but not limited to business information, trade secrets, client information, marketing and advertising strategies, and financial information, strictly confidential and not disclose such information to any third party without the other Party’s written consent.

  1. INTELLECTUAL PROPERTY.

 

  1. The Client guarantees to the Provider that they hold all intellectual property rights over the data and images that they may provide to the Provider as part of this Agreement.
  2. Accordingly, the Client undertakes to fully indemnify the Provider against any action and sanction that it may incur due to any infringement of third-party rights on such data and images.
  3. CREATION RIGHTS.

 

  1. The Provider retains the intellectual property rights to all websites, domain names, trademarks, visuals, texts, logos, layouts, and any other possible content created by its creative studio.

 

  1. The Provider gives the Client the opportunity to purchase the rights to its creations.

 

  1. The Provider reserves the right to reuse all of its creations as part of other commercial operations.

 

  1. DATA PRIVACY & PROTECTION.

 

  1. The Client acknowledges that the Provider may gather, collect, and process personal information and data from consumers in connection with the Services. The Provider shall only use such data for the purpose of providing the Services and for no other purpose without the Client’s written consent.

 

  1. The Client verifies it is in compliance with all applicable State and Federal data privacy regulations, prior to receiving any data offered by the Provider.

 

  1. The Provider shall make commercially reasonable efforts to safeguard personal data in its possession from unauthorized use, disclosure, or access, by means of reasonable and appropriate measures to prevent the unwanted use of data.

 

  • LIMITATION OF LIABILITY

Neither the Provider nor its affiliates, employees, directors or officers shall be liable to the Provider or any third party for any damages, including but not limited to special, incidental, or consequential damages arising from or in any way connected with the performance of this Agreement, even if advised of the possibility of such damages.

  • GOVERNING LAW & JURISDICTION.

 

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice of law or conflict of law provisions.

 

  1. Any disputes arising out of this Agreement shall be resolved in the state or federal courts located in Austin, Texas.
  2. TERMINATION.

 

  1. This Agreement shall commence on the Effective Date and shall continue for an initial period of [INSERT NUMBER]

 

  1. This Agreement may be terminated by either Party in the event of a breach of an essential obligation of the Agreement notified by registered post with acknowledgement of receipt to the defaulting Party and if the letter of notification has remained without effect for a period of thirty (30) days.

 

  1. The termination of this Agreement shall not affect any rights or remedies accrued by either Party prior to termination.

 

  1. Alternatively, you could consider using language such as: “This Agreement shall remain in effect until all leads have been delivered and payment has been received in full” or “Either Party may terminate this Agreement at any time upon [INSERT NUMBER] days’ written notice to the other Party.”

 

  1. GENERAL PROVISIONS.
  2. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties, whether written or oral.

 

Waiver No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce such provision.

 

This Agreement may not be modified or amended except in writing signed by both Parties.

 

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

 

  1. Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

The undersigned Provider agrees to the terms herein and acknowledges hereof:

Name: __________________

Signature: __________________

The undersigned Client agrees to the terms herein and acknowledges hereof:

Name: __________________

Signature: __________________

DATA PRIVACY PROTECTION ADDENDUM

The data controller (the “Client”) wishes to use the services of the data processor (the “Provider”) to process personal data on its behalf. In the context of their contractual relationship, the Parties undertake to comply with the regulations in force applicable to the processing of personal data, including but not limited to, the Data Protection Laws and Regulations of the United States of America and the Texas Privacy Protection Act (TPPA), Texas Identity Theft Enforcement and Protection Act and Texas Business and Commerce Code, Chapter 521.

Article 1 – Applicable Data Protection Laws

  1. The Parties acknowledge and agree to comply with the regulations in force applicable to the processing of personal data, including the Data Protection Laws of the United States of America and the State of Texas.

 

  1. The Parties understand that data privacy laws may vary by state, and as such, the Parties shall comply with the data protection laws of the specific states in which the personal data is processed, as applicable.

Article 2 – Purpose of the Processing

  1. The Provider shall only process personal data on behalf of the Client to the extent necessary to provide the services requested by the Client or as required by applicable laws.

Article 3 – Client’s Obligations

The Client shall ensure that the personal data it provides to the Provider is accurate, complete, and up to date, and that it has the consent of the consumers to use their personal data for the agreed-upon purposes.

Article 4 – Duration of Data Processing

  1. The data processing depends on the duration of the contractual relationship between the Parties. It begins on the start date of the campaign and ends at the end of the Agreement, which may be extended in the event of renewal. However, certain data may be kept after the end of the Agreement for legal and tax purposes.

Article 5 – Confidentiality and Security Measures

  1. The Provider shall implement appropriate technical and organizational measures to protect the security, confidentiality, and integrity of the personal data processed under this Agreement. These measures shall be designed to prevent unauthorized access, disclosure, alteration, or destruction of personal data.

 

  1. The Provider shall ensure that its personnel involved in the processing of personal data are subject to confidentiality obligations or are under an appropriate legal obligation of confidentiality.

Article 6 – Third-Party Disclosures

  1. The Provider shall not disclose personal data to any third party, except as necessary for the provision of the agreed-upon services or as required by law.

 

  1. The Client expressly authorizes the Provider to use another subcontractor (“the subsequent subcontractor”) to carry out specific processing activities: website creation, visual creation, and online advertising campaign management.

 

  1. The Provider shall ensure that any subcontractor it engages provides sufficient guarantees to implement appropriate technical and organizational measures to meet the requirements of the Data Protection Laws.

 

  1. If the subsequent subcontractor fails to fulfill its data protection obligations, the Provider remains fully responsible to the Client for the performance of the subsequent subcontractor’s obligations.

Article 7 – International Data Transfers

If the Provider transfers personal data to a country outside the United States that does not provide an adequate level of data protection, it shall implement appropriate safeguards as required by the Data Protection Laws to ensure the protection of personal data.

Article 8 – Rights of Data Subjects

The Provider shall provide reasonable assistance to the Client in fulfilling its obligations to respond to requests from data subjects to exercise their rights under the Data Protection Laws, including but not limited to the rights of access, rectification, erasure, objection, restriction of processing, and data portability.

Article 9 – Personal Data Breach Notification

In the event of a personal data breach, the Provider shall promptly notify the Client in accordance with the requirements of the Data Protection Laws.

Article 10 – Termination and Return of Personal Data

  1. This Addendum shall remain in effect for the duration of the Agreement and any subsequent renewals, unless terminated earlier in accordance with the provisions of the Agreement.

 

  1. Upon termination of the Agreement, the Provider shall, at the choice of the Client, either return or destroy all personal data processed on behalf of the Client, unless otherwise required by applicable data protection laws and regulations.

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