Master Services Agreement
This Master Services Agreement (“Agreement”) is between the parties listed on all signed Statement of Works (SOW)
SECTION 1: INTRODUCTION
This Agreement together with any SOW or similar written document which references this Agreement shall constitute an Agreement between LeadJen and Client to perform and pay for the specific services described in such SOW or other instrument (the “Services”). LeadJen agrees to perform all Services in a good and workmanlike manner in conformity with the requirements of any Statement of Work (SOW) and applicable industry standards and Client agrees to facilitate LeadJen’ s performance of the Services, provide all reasonable assistance and to pay all proper LeadJen invoices as required. Client acknowledges and agrees that the Services may be an ongoing Service and shall continue for the duration indicated in a SOW or as earlier terminated to the extent permitted in this Agreement or a relevant SOW.
SECTION 2: PERFORMANCE MEASURES.
LeadJen understands and agrees that Client will measure the success of the Services through brand awareness and campaign specific actionable outcomes provided to Client, with the goal that the Services will increase sales pipeline opportunity and convert downstream into revenue and a strong ROI for Client. However, Client acknowledges and agrees that LeadJen makes no warranty of any specific result or revenue resulting from Client’s use of the Services and disclaims all warranties other than those expressly contained in this Agreement or a Work Order.
SECTION 3: PAYMENT TERMS
Each SOW shall indicate the fees for all services to be performed and an estimate of any expenses which shall be charged to Customer. Except as indicated in a SOW to the contrary, monthly fees shall be invoiced and are due upon receipt.
SECTION 4: CONFIDENTIALITY; DATA OWNERSHIP AND TECHNOLOGY LICENSES
Each party understands and acknowledges that by reason of its relationship with the other party and the nature of the
Services, it will have access to certain confidential information of the other party, the value of which would be impaired if such information were disclosed to third parties. Confidential information of Client includes information and materials concerning Client’s business, plans, customers, prospective customers, technology, and products. LeadJen’ s confidential information includes information concerning its business methods, pricing, technology and service offerings. Each party agrees that it shall not disclose the confidential information of the other to third parties and that it shall protect the other party’s confidential information with the same degree of care it uses to protect its own confidential information but not less than reasonable care. Confidential information does not include information that: (a) is already known by the receiving party at the time it is obtained by it, free from any obligation to keep such information confidential; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) is rightfully received by the receiving party from a third party without restriction and without breach of this Agreement; or (d) is independently developed by a party without using or referencing any confidential information of the other party. Should a party ever be notified of any judicial or other proceeding seeking to obtain access to confidential information of the other party, the party receiving such notice shall (i) promptly notify the other party to the extent permitted by law, (ii) take such reasonable and permitted actions at the other party’s expense as may be specified by the other party to resist providing such access and (iii) if such access cannot be resisted, then only permit access to the extent required by law. Per our End User License Agreement with DiscoverOrg (https://discoverorg.com/eula) LeadJen shall not redistribute, sublicense, transfer, sell, offer for sale, or disclose any of the Licensed Materials to any third party. Each party agrees to defend, indemnify and hold harmless the other party against any third-party claim alleging that the intellectual property provided by the indemnifying party in connection with the Agreement infringes any U.S. patent, trademark, service mark, copyright or trade secret. The indemnified party must notify the other party in writing promptly upon learning of any claim or suit for which indemnification may be sought, provided that the failure to do so shall have no effect except to the extent that the indemnifying party is prejudiced by the failure to receive prompt notice. The indemnifying party may not settle any such claim without the written consent of the indemnified party.
SECTION 5: FORCE MAJEURE AND LIMITATION OF LIABILITY
Except for payment obligations, neither party is responsible to fulfill its obligations to the extent due to causes beyond its control; provided such party uses reasonable means to accommodate such external causes and resumes performance as soon as possible once the cause has ceased or is otherwise resolved. In no event will either party have any liability to the other party for any lost profits, lost data or for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind or nature however caused and, whether in contract, tort or under any
other theory of liability, whether or not the other party has been advised of the possibility of such damages. In no event will LeadJen’ s aggregate liability arising out of or related to this agreement, whether in contract, tort or under any other theory of liability exceed the amount actually paid by and/or due from Client with regard to the specific SOW giving rise to the claim of liability.