Lab41 Contracts

Lead Generation - Website Rental Revenue Split


LEAD GENERATION AGREEMENT

 

Entered into by and between:

LAB41

Registration Number: 2007/085433/23)

(“hereinafter referred to as “LAB41”)

 

and

  with   

 

(referred to as “the Parties”)

 

WHEREAS:

  1. LAB41 is an online marketing and software company, which specialises in website creation, management & online marketing.
  2. is .
  3. would like to utilise the services of LAB41 for online marketing and to grow it’s online presence for which LAB41 will be receive a revenue share.
  4. The website that this agreement relates to is .

THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS

In This Agreement:

  1. clause headings are used for convenience only and shall not be used in its interpretation;
  2. unless the context clearly indicates a contrary intention an expression which denotes any gender includes the other genders, a natural person includes an artificial person and vice versa and the singular includes the plural and vice versa;
  3. the following expressions shall bear the following meanings and related expressions bear corresponding meanings:
    • Agreement” means this Agreement.
    • “Website” means
    • THE Client” means  with a view to concluding an agreement for the provision of the Prescribed Services.
    • “Commencement date” means the date of signature hereof.
    • Confidential Information” or “Restricted Information” means the information referred to in Clause 11.
    • Prescribed Services” means the online marketing and website development services performed by LAB41.

2.  WEBSITE OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE

  1. LAB41 maintains at all times full ownership of its website properties which Leads it provides to its clients. ‘THE CLIENT’ does not have any ownership rights upon the websites from Lab41 . ‘THE CLIENT’ pays a fee to access leads generated or derived from Lab41 owned/managed websites. Leads remain the property of Lab41. The client pays a fee to access these leads.
  2. All content added to the website/s remains the property of LAB41.
  3. LAB41 maintains at all times full ownership of its software and systems that it has installed on the website as well as any digital properties that it has created to market the website. ‘THE CLIENT’ does not have any ownership rights upon the website software, website properties setup on other websites, or system which are used by LAB41. ‘THE CLIENT’ does not have any ownership rights on any of the designs, layouts or site structure that has been setup.
  4. The Parties acknowledge and agree that LAB41 will hold all intellectual property rights of any nature whatsoever, whether registered or unregistered, in the software or system, including, but not limited to, copyright and trademark rights, renewals or extensions of such rights, patents, rights and designs, rights and software, database rights, rights in confidential information and any rights arising out of the software as well as any digital properties that it has created to market the website. ‘THE CLIENT’ agrees not to claim any such ownership in the software’s intellectual property or system at any time and LAB41 has protection in any part of the world in respect of such rights.
  5. If ‘THE CLIENT’ terminates the Agreement LAB41 will have the right to immediately rent the website, for any amount, and resell any future or past leads it has generated to any other party with immediate effect.
  6. While LAB41’s philosophy and success are built around mutually-beneficial long-term partnerships, LAB41 retains the unconditional right to cancel the contract at its own discretion for any reason whatsoever.

3. WEBSITE LEADS

  1. LAB41 reserves the right, in case of, but not limited to, disagreement over revenue, to confirm the financials generated by the website.
  2. LAB41 reserves the right to elect which website/s to utilise for the purpose of this Agreement and may use alternative website/s from time to time. The website/s utilised are at the sole discretion of LAB41 and ‘THE CLIENT’ has no rights to Leads generated from other website/s of LAB41.

4. REMUNERATION

  1. It’s agreed by the Parties that the LAB41 fee will be a  % revenue share for any business generated by the website and any revenue generated by any leads from the website for the lifetime of the Lead, irrespective of whether the Agreement has been terminated.
  2. ‘THE CLIENT’ will handle the receipt of funds and agrees to disclose a monthly financial summary to Lab41 and process any payments for the following month.
  3. LAB41 reserves the right to cancel the Agreement, with immediate effect, if it suspects concealment of revenue, notwithstanding the provisions of Clause 5 herein below.

5. PAYMENT TERMS

  1. ‘THE CLIENT’ is required to pay the fee upon receipt of funds from the Client, into a bank account or digital wallet nominated by LAB41, in writing.
    • Which includes e-mail correspondence.
  2. After a payment is 3 days overdue access to Leads will be temporarily closed. Re-commencement of the website service will be activated once payment of the due amount has been settled.
  3. Leads accumulated during temporary website closure can be purchased at an additional cost to be negotiated between ‘THE CLIENT’ and LAB41.
  4. LAB41 reserves the right to do the following:
    • If fees are not regularly paid within the agreed time frame LAB41 reserves the right to terminate future services.

6. CUSTOMISATIONS

  1. At all times the client accepts LAB41 has highly advanced digital knowledge & experience, all decisions made are in the best interests of the website properties and are non-negotiable / final.

7. DURATION

  1. This Agreement shall be effective as of
  2. Alternatively the Commencement Date, whichever occurs the last, and shall continue indefinitely.
  3. All obligations undertaken respecting Confidentiality Information shall survive termination of this Agreement for an indefinite period.
  4. In the event of something happening to ‘THE CLIENT’ the contract will need to be renegotiated.

8. CANCELLATION OF CONTRACT

  1. The Parties, at their discretion, may terminate the contract provided that they have given the other party 5 (five) calendar days’ written notice.

  2. E-mail notice will be considered written notice for the purpose of this Agreement.

9. CONFIDENTIALITY

  1. The Parties shall not disclose to any third party the business of the other party, details regarding the software the website URL’s, including, without limitation any information regarding the software’s code, the specifications, or the party’s business (the “Confidential Information”), make copies of any confidential information or any content based on the concepts contained within the Confidential Information for personal and/or commercial use or for distribution, unless requested to do so, or use the Confidential Information other than in terms of this Agreement.
  2. The Parties agree to keep all Confidential Information relating to the other party confidential and only use it in connection with their respective obligations under the Agreement, unless such Information is already in the public domain (other than through a breach of this condition), or lawfully obtained by a third party, or is already in the possession of the other party or that either party may be required to disclose as a matter of law.

10. FORCE MAJEURE

  1. Force majeure simply means “superior force”. Google’s algorithms, algorithmic changes, ranking penalties, manual penalties, changes to its ranking layout, selection of Google Business profiles and further external factors such as Negative SEO by competitors can all have devastating consequences on rankings.
  2. No responsibility / blame will be attributed by either party to the other, and no compensation can be claimed by either party from the other.
  3. If at a later time the website property/ies recovers its rankings, then under no obligation both Parties can resume the Agreement if they voluntarily choose to do so.

11. SERVICES/DUTIES

  1. LAB41 shall maintain the website and all aspects related to the website and provide the leads to ‘THE CLIENT’.
  2. LAB41 shall provide Leads to ‘THE CLIENT’, which Leads are obtained by LAB41, through its website/s, which website/s LAB41 has the sole discretion to elect to use for the purpose of this Agreement.
  3. LAB41 will provide a copy of the Leads generated from its various websites to ‘THE CLIENT’, via e-mail correspondence.
  4. ‘THE CLIENT’ will contact any Leads supplied by LAB41, within 5 (five) business days, and then provide feedback to LAB41 on the status of the Lead on a monthly repeating basis.

12. LIMITATION OF LIABILITY

  1. ‘THE CLIENT’ shall and hereby indemnifies LAB41 against any liability, loss, claim or proceedings whatsoever, whether arising in common law or statute, whether suffered by herself or a third party, including any personal injuries or damages claim, however arising, out of or in the course of or caused by the execution of the services provided by LAB41 in terms of the Agreement, and/or ‘THE CLIENT’ in terms of its relationship with the client/Lead or any content provided by ‘THE CLIENT’.

13. DOMICILIUM

  1.  Each of the parties choose domicilium citandi et executandi for any purpose arising from this Agreement as follows:
    • ‘THE CLIENT’:
    • LAB41:
      • 506 Mouille Grange, 33 Beach Road, Mouille Point, Cape Town, Western Cape, South Africa 8005.
      • alex@lab41.co

14. JURISDICTION

  1. This Agreement shall be constructed in accordance with and governed by the laws of the Republic of South Africa.
  2. In the event of a dispute between the parties, mediation will be first sought, with election of an independent mediator nominated by the Law Society South Africa.

15. ARBITRATION

  1. This agreement shall be governed by and construed in accordance with South African Law.
  2. The parties shall make all reasonable attempts to resolve any disputes between themselves, or failing this to refer the matter to an independent arbitrator, appointed by both parties.
  3. The arbitration shall be held: at Cape Town
    • in an informal and summary manner without legal representation, and without it being necessary to observe the strict rules of evidence of the usual formalities or procedure; and in the absence of agreement between the parties the procedure to be followed shall be laid down by the arbitrator;
    • as soon as possible with a view to it being completed within 1(one) month from date on which the dispute is referred to the arbitrator, which is referral in turn must take place within 1 (one) month of the date upon which it is demanded;
  4. The arbitrator shall be entitled:
    • to investigate any matter, fact or thing which he considers necessary or desirable in connection with the dispute and for that purpose shall have the widest powers of investigating all the books and records of any party to the dispute and the right to take copies or make extracts therefrom and the right to have them produced and/or delivered to any reasonable place required by him for the aforesaid purpose;
    • to interview and question under oath, representatives of any of the parties;
    • to decide the dispute according to what he considers to be just and equitable in the circumstances;
    • to make such award including an award for specific performance, an interdict, damages or a penalty or otherwise as he in his discretion may deem fit and appropriate.
  5. The arbitration shall be held as quickly as possible after it is demanded, with a view to being completed within 30 (thirty) days after it has been so demanded;
  6. An award that may be made by the arbitrator shall be final and binding, shall be carried into effect and may be made an order of any court whose jurisdiction the parties to the dispute are subject.

16. ATTORNEY’S FEES

  1. If any litigation or other legal proceedings relating to this Agreement occurs between the Parties hereto, the prevailing party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including attorney’s fees and costs incurred in such litigation or proceedings.

17. INTERDICTORY RELIEF

  1. The recipient of the Confidential Information acknowledges that the Confidential Information has unusual and extraordinary value and that the breach of any provision of this Agreement by the recipient of the Confidential Information and the unauthorised disclosure of the Confidential Information will cause the party disclosing such information great and irreparable harm, for which there would be no adequate remedy at law. 
  2. Therefore, without the necessity of proving actual damages, the party disclosing the Confidential Information shall be entitled without waiving any additional rights or remedies otherwise available at law or by statute to seek interdictory or other relief, in the event of a breach or intended breach, including but not limited to, specific performance to prevent an intended breach of this Agreement.

18. NO EXCLUSIVE REMEDY

  1.  No remedy or election hereunder shall be deemed exclusive but shall be accumulative with all other remedies available at law.

19. ENTIRE AGREEMENT

  1.  This Agreement represents the entire agreement between the Parties with respect to all the subject matter hereof and replaces and supersedes any and all prior or contemporaneous agreements or understandings, written or oral or otherwise, with respect to the subject matter hereof.

20. WAIVER

  1. No waiver of any term or provision hereof, or consent to any action hereunder shall constitute a waiver of any other term or provision hereof or consent to any other action hereunder, whether or not similar.
  2. No waiver or consent hereunder shall constitute a continuing waiver or consent hereunder, or commit a party to provide a waiver or consent in the future, except to the extent specifically set forth in writing.

21. SUCCESSORS AND ASSIGNS

  1. This Agreement cannot be assigned by the Parties without the prior written consent of the other party.
  2. This Agreement shall be binding on the heirs, executors, successors in title and assigns of the Parties.

22. HEADINGS

  1. Headings contained in this Agreement are solely for convenience and shall not be used to define or construe any of the terms or provisions hereof.

23. CONSTRUCTION

  1.  The Rule of Construction that any ambiguity in an agreement be construed against the drafter of such agreement, shall not apply to this Agreement.

24. SURVIVAL OF CONTRACT

  1.  Where one or more terms of the said contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

25. CHANGE OF TERMS CONDITIONS

  1.  These terms & conditions may change from time to time. The client will be informed of revisions as and when they are issued.

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Signature Certificate
Document name: Lead Generation - Website Rental Revenue Split
Unique Document ID: ac8e4032d4f998633337c3e086cee6e3d54ec979
Timestamp Audit
2016-12-07 11:26:39 SASTLead Generation - Website Rental Revenue Split Uploaded by Alex Read Read - alex@lab41.co IP 41.164.26.132