OUTSOURCING AGREEMENT
This Outsourcing Agreement (the “Agreement”) dated as of
________(the “Effective Date”) is between LeadGen Network Company
of ________ (ADDRESS) and LMN Outsourcing Company of
_____________ (ADDRESS)
RECITALS
Whereas, LeadGen Network helps entrepreneurs and small business owners in needOUTSOURCING AGREEMENT
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:
- DELIVERABLES
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
Payment Terms. The payments will be made bi-weekly and each employee will get
$4/hour. - WARRANTIES
4.1. 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.
4.2. 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
5.1. Term. This Agreement shall become effective as of the Effective Date and
shall remain in effect for three (3) months.
5.2. 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.
5.3. This Agreement may terminate immediately if LMN Outsourcing Company
disrespects LeadGen Network’s Clients or commits fraud.
5.4. 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.
- 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). - 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.
8.0 CONFIDENTIALITY
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 “Receiving Party”) would cause irreparable financial and other damages to the
disclosing party (the “Disclosing Party”). 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.
9.0 INSURANCE
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.
10.0 MISCELLANEOUS
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 Force Majeure. 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.
LEADGEN NETWORK
By: ____________
Name: __________
Title: __________
Date: ________
LMN OUTSOURCING COMPANY
By: __________
Name: _________
Title: _________
Date: _________
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