This Outsourcing Agreement (the “Agreement”) dated as of ____________________(the “Effective Date”) is between LeadGen Network Company of ____________________ (ADDRESS) and LMN Outsourcing Company of _________________________ (ADDRESS)
Whereas, LeadGen Network helps entrepreneurs and small business owners in need with specific tailored services to double sales for clients
Whereas, LMN Outsourcing Company arranges for competent, reliable and trained virtual assistants with highly motivated personalities providing support to busy professionals remotely all across the globe.
NOW, THEREFORE, in consideration of the foregoing, the parties wish to be bound as follows:
LeadGen Network will have 5 sales minimum weekly and the employees will work from 10am-7pm during working days.
LMN Outsourcing Company shall promptly make available the required employees to LeadGen Network.
INTELLECTUAL PROPERTY RIGHTS.
Preexisting Rights. Neither this Agreement, nor each party’s performance hereunder, will give or be construed to convey any ownership interest in or rights to the intellectual property rights in the Technology to LeadGen Network Company. All intellectual property rights that are owned or controlled by LMN Outsourcing Company or its licensors at the commencement of this Agreement will remain under the ownership or control of such party throughout the term of this Agreement and thereafter.
Payment Terms. The payments will be made bi-weekly and each employee will get $4/hour.
Each party warrants that: (a) it has the right to enter into this Agreement and to perform its obligations hereunder; and (b) its products, services, trademarks, and marketing and sales materials operate in conformance with their specifications and are free from any rightful claim of infringement of any patent, trademark, mask work, copyright, trade secret or other intellectual property or other right of a third party.
DISCLAIMERS. IN CONNECTION WITH THIS AGREEMENT, AND EXCEPT AS OTHERWISE PROVIDED IN A CUSTOMER AGREEMENT, THE WARRANTIES AND INDEMNITIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR INDEMNITIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
TERM AND TERMINATION
Term. This Agreement shall become effective as of the Effective Date and shall remain in effect for three (3) months.
Termination. Either party may terminate this Agreement upon notice in writing to the other in the event that such other party shall breach or be in default of any of the covenants, obligations, warranties, representations, terms or conditions of this Agreement and (if capable of cure) such other party fails to cure such breach or default within thirty (30) days after written notice thereof from the party not in default.
This Agreement may terminate immediately if LMN Outsourcing Company disrespects LeadGen Network’s Clients or commits fraud.
Effect of Termination. Expiration or termination of this Agreement shall not relieve the parties of any obligations due at the time of such expiration or termination, nor shall such expiration or termination prejudice any claim of either party accrued on account of any default or breach by the other. Upon expiration or termination of this Agreement: a) each party shall immediately return to the other party, if requested to do so, or destroy, all promotional materials and all Confidential Information supplied by the other party; b) the obligations of the parties under this Agreement which by their nature would continue beyond the expiration or termination of this Agreement shall survive any expiration or termination of this Agreement; c) all customer agreements then in force will remain in effect and all payments to LMN Outsourcing Company and LeadGen Network will continue under such agreements until such customer agreements are terminated.
6. INDEMNITY. LMN Outsourcing Company shall defend and indemnify LeadGen Network and its respective officers, directors and employees, successor and assigns against all claims, actions, damages, losses, and expense (including paying all reasonable attorneys’ fees and costs of litigation).
7. LIMITATION OF LIABILITY. IN CONNECTION WITH THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, IN ANY WAY ARISING FROM EITHER PARTY’s PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 10 SHALL NOT APPLY TO LMN OUTSOURCING COMPANY’S OBLIGATIONS UNDER SECTION 9 OF THIS AGREEMENT.
8.1. Each party acknowledges that the other party may disclose certain technical, financial, or business information that such other party considers to be confidential and proprietary, including, without limitation, the names and contact information of current and prospective customers, technical data, or know-how of either party and any information, technical data, or know-how derived from the information, technical data, or know-how of either party, all mailing lists, proprietary data, product designs, product plans, capabilities, research, specifications, algorithms, program code, software systems and processes, hardware configuration information, information regarding existing and future technical, business and marketing plans and product strategies, finances, and the identity of actual and potential customers and suppliers (“Confidential Information”), and that the unauthorized use or disclosure of any such Confidential Information by the party using such Confidential Information (the “ReceivingParty”) would cause irreparable financial and other damages to the disclosing party (the “DisclosingParty”). During the Terms and for a period of three (3) years following termination, the Receiving Party agrees not to disclose to any third party, use or duplicate any Confidential Information of the Disclosing Party, except as expressly permitted in this Agreement. The Receiving Party will limit the disclosure of all such Confidential Information to those of its employees and agents who have a need to know such Confidential Information for the performance of this Agreement. The Receiving Party further agrees to take all reasonable measures to maintain the confidence of all such Confidential Information in its possession or control, which measures will in no event be less than the measures that the Receiving Party takes to protect its own confidential and proprietary information of similar importance.
8.2 Confidential Information will not include information that: (a) is in or enters the public domain without breach of this Agreement; or (b) the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (c) the Receiving Party develops independently, which it can prove with written evidence; or (d) Information that the Receiving Party is required by law or regulation to disclose.
8.3 The particular terms and conditions of this Agreement are confidential and shall not be disclosed to any third party by either party without the prior, written consent of the other.
9. 1 During the term of this Agreement, LMN Outsourcing Company shall maintain any insurance required by law and, to the extent not so required, the following insurance:
(a) Worker’s Compensation insurance and Employer’s Liability insurance for its employees which shall fully comply with the statutory requirements of all applicable state and federal laws;
(b) Commercial General Liability Insurance, including contractual liability, products liability and completed operations coverage, premises-operations, broad-form property damage, independent contractors, personal injury) with limits of at least $2,000,000.00 for bodily injury, including death, to any one person, $2,000,000.00 as a result of any one occurrence, and $2,000,000.00 for each occurrence of property damage;
(c) Professional Liability (Errors and Omissions) insurance, with limits of not less than $2,000,000.00 per occurrence; and
(d) Umbrella Liability Insurance coverage with a minimum combined single and aggregate limit of $5,000,000.00.
10.1 Assignment. The rights and/or obligations contained in this Agreement may not be assigned, delegated or otherwise transferred by either party (except to a direct or indirect parent or subsidiary, or purchaser of all or substantially all the assets of such party) without the prior written approval of the other party, provided, however that either party may assign this agreement in connection with a change of control or a sale of all or substantially of the assets of either party. No assignment or delegation shall relieve either party of liability for its obligations hereunder.
10.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Massachusetts, exclusive of its conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement nor the enforcement or interpretation thereof.
10.3 Waiver. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.
10.4 Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will begin negotiations for a replacement of the invalid, illegal or unenforceable provision.
10.5 Relationship Between Parties. In all matters relating to this Agreement, each party will act as an independent contractor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, or in any other capacity.
10.6 ForceMajeure. No delay, failure, or default in performance of any obligation of either party hereunder shall constitute a breach of this Agreement to the extent caused by Force Majeure. The term “Force Majeure” shall be defined to include fires, earthquakes, or other casualties or accidents, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency, or any other event beyond the reasonable control of a party.
10.7 Dispute Resolution Process In the event of any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall first reasonably attempt in good faith to reach a negotiated solution by designating representatives of appropriate authority to resolve the dispute(s) (through non-binding mediation or otherwise) in a timely and expeditious manner.
10.8 Cumulative Rights. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and in addition to the respective party’s other rights and remedies available at law and/or equity.
10.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same Agreement.
10.10 Entire Agreement. This Agreement sets forth the entire agreement between the parties and supersedes prior proposals, agreements, and representations between them, whether written or oral relating to the subject matter of this Agreement. This Agreement may be modified only by a writing signed by an authorized representative of each party.
IN WITNESS WHEREOF; the parties have caused this Agreement to be executed by their respective duly authorized representatives.
LMN OUTSOURCING COMPANY
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