COST PER SALE AGREEMENT

THIS AGENCY AGREEMENT (the “Agreement”) is made on (“Effective Date”) between: Digital Directive Ltd, International House, 64 Nile Street, Hoxton, London N1 7SR (hereinafter “Digital Directive)
and (hereinafter “The Client”)

Digital Directive Ltd and The Client may also be referred to as “Party” or together as the “Parties”.

COMMENCEMENT DATE AND TERM

  1. The Parties will commence engagement on the date of signature as specified above.
  2. The Agreement will continue on a rolling basis until terminated as per the provisions in Clauses 30-33 below.

    DESCRIPTION OF DUTIES
  3. Parties agree to abide by rules, regulations, policies and good practices of their respective industry and its regulatory bodies, including those concerning work schedules, annual leave and sick leave, as they may from time to time be adopted or modified. Parties agree to act in a professional manner and perform their duties under this Agreement up to the highest possible standard.
  4. The Parties warrant that they are legally allowed to operate in the United Kingdom and offer the Services described in this Agreement. Prospect customer data will be stored with a shared CRM environment at the cost of the respective parties.
  5. The Parties agree to maintain a record of all tax and accounting information in accordance with any legal provisions applicable to their relevant activities. Shall any of this information change, including changes to registered or operation addresses, the relevant Party must serve immediate notice to the other Party.

PERFORMANCE

  1. Digital Directive builds and maintains business relationships and provides The Client with leads at its own cost for which the Client shall compensate Digital Directive as provided in Clauses 7-10 below.

    PAYMENTS AND COMMISSION
  2. Digital Directive shall receive £1,000 as a commission per converted lead supplied to The Client.
  3. If sold on a 2-part payment plan, The Client agrees to a pay 50% of the commission within 7 days from the date of conversion of that lead and the remaining 50% within 30 days of that date. If a payment plan is not required 100% of the commission will be paid with 7 days.
  4. All invoices supplied by Digital Directive are paid within 7 days to the nominated bank account as instructed by Digital Directive.
  5. In cases of late or non-payment Digital Directive reserves the right to apply discretionary interest rate of 5% plus the base rate of the Bank of England as provided in The Late Payment of Commercial Debts (Interest) Act 1998.

    CONFLICT OF INTEREST
  6. During the term of The Client’s active engagement with Digital Directive, The Parties will not, directly or indirectly, engage or participate in any other business activities that it is determined to be in conflict with the best interests of the other Party without the written consent of that Party.

    EXCLUSIVITY
  7. The Client will not solicit, initiate, or encourage the submission of any proposal or offer from any person relating to any lead generation or similar transaction or business combination involving the Client, or participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any person to do or seek any of the foregoing. The Client will notify Digital Directive immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

    NON-CIRCUMVENTION
  8. The Client understands and agrees that any attempt on the part of The Client to induce other partners or contractors to leave Digital Directive’s employ, or any effort by The Client to interfere with Digital Directive’s relationship with its other agents, employees, partner companies, contractors or clients would be harmful and damaging to Digital Directive. The Client agrees that during The Client’s term of engagement with Digital Directive, The Client will not in any way, directly or indirectly:

    i. Induce or attempt to induce any employee, agent or contractor of Digital Directive to quit engagement or retainer with Digital Directive;
    ii. Otherwise interfere with or disrupt Digital Directive’s relationship with its employees, agents and contractors;
    iii. Discuss engagement opportunities or provide information about competitive engagement to any of Digital Directive’s customers, agents or contractors.
  9. During the term of The Client’s active engagement with Digital Directive, The Client will not divert or attempt to divert from Digital Directive any business Digital Directive had enjoyed, solicited, or attempted to solicit, prior to termination or expiration, as the case may be, of The Client’s engagement with Digital Directive.
    I. Shall any of the parties breach this provision, this shall be considered a material breach of the Agreement and the non-defaulting Party will have the right to terminate the Agreement with immediate effect.

    CONFIDENTIAL INFORMATION
  10. The Client acknowledges that, in any position The Client may hold, and as a result of The Client’s engagement with Digital Directive, The Client will, or may, be making use of, acquiring or adding to information which is confidential to Digital Directive (the “Confidential Information”) and the Confidential Information is the exclusive property of Digital Directive.
  11. The Confidential Information will include all data and information relating to the business and management of Digital Directive, including but not limited to, proprietary and trade secrets, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customer Information.
  12. The Confidential Information will also include any information that has been disclosed by a third party to Digital Directive and is governed by the Data Protection Act or by a non-disclosure agreement entered into between that third party and Digital Directive.
  13. The Confidential Information will not include information that:

    i. Is generally known in the industry of Digital Directive;
    ii. Is now or subsequently becomes generally available to the public through no wrongful act of The Client;
    iii. Was rightfully in the possession of The Client prior to the disclosure to The Client by Digital Directive;
    iv. Is independently created by The Client without direct or indirect use of the Confidential Information; or
    v. The Client rightfully obtains from a third party who has the right to transfer or disclose it.
  14. The Confidential Information will also not include anything developed or produced by The Client during The Client’s term of engagement with Digital Directive, including but not limited to, any intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:

    i. Was developed without the use of equipment, supplies, facility or Confidential Information of Digital Directive;
    ii. Was developed entirely on The Client’s own time;
    iii. Does not result from any work performed by The Client for Digital Directive; and
    iv. Does not relate to any actual or reasonably anticipated business opportunity of Digital Directive.

    DUTIES AND OBLIGATIONS CONCERNING CONFIDENTIAL INFORMATION
  15. The Client agrees that a material term of The Client’s contract with Digital Directive is to keep all Confidential Information absolutely confidential and protect its release from the public. The Client agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which The Client has obtained or which was disclosed to The Client by Digital Directive as a result of The Client’s engagement by Digital Directive. The Client agrees that if there is any question as to such disclosure then The Client will seek out senior management of Digital Directive prior to making any disclosure of Digital Directive’ information that may be covered by this Agreement.

    I. The Client agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in monetary damages, would cause irreparable injury to Digital Directive, would gravely affect the effective and successful conduct of Digital Directive’s business and goodwill, and would be a material breach of this Agreement.
    Ii. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on The Client in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue indefinitely from the date of such expiration or termination.
  16. The Client may disclose any Confidential Information:

    I. To a third party where Digital Directive has consented in writing to such disclosure; or
    Ii. To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body after providing reasonable prior notice to Digital Directive.
  17. If The Client loses or makes unauthorised disclosure of any of the Confidential Information, The Client will immediately notify Digital Directive and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

    OWNERSHIP AND TITLE TO CONFIDENTIAL INFORMATION
  18. The Parties acknowledge and agree that all rights, title and interest in any Confidential Information will remain the exclusive property of the respective party. Accordingly, the Parties specifically agree and acknowledge that they will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks, trade names or Customer information, notwithstanding the fact that either Party may have created or contributed to the creation of the Confidential Information.
  19. The Client waives any moral rights that The Client may have with respect to the Confidential Information.
  20. The Client agrees to immediately disclose to Digital Directive all Confidential Information developed in whole or in part by The Client during The Client’s term of engagement with Digital Directive and to assign to Digital Directive any right, title or interest The Client may have in the Confidential Information. The Client agrees to execute any instruments and to do all other things reasonably requested by Digital Directive, both during and after The Client’s engagement with Digital Directive, in order to vest more fully in Digital Directive all ownership rights in those items transferred by The Client to Digital Directive.

    RETURN OF CONFIDENTIAL INFORMATION
  21. The Client agrees that, upon request of Digital Directive or upon termination or expiration, as the case may be, of this engagement, The Client will turn over to Digital Directive all Confidential Information belonging to Digital Directive, including but not limited to, all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of The Client:

    I. May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

    Ii. Is connected with or derived from The Client’s engagement with Digital Directive.

    CONTRACT BINDING AUTHORITY
  22. Notwithstanding any other term or condition expressed or implied in this Agreement to the contrary, The Client will not have the authority to enter into any contracts or commitments for or on behalf of Digital Directive without first obtaining the express written consent of Digital Directive.

    INDEMNIFICATION
  23. Except to the extent paid in settlement from any applicable insurance policies each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted Agency Agreement successors and assigns that occurs in connection with this Agreement. This indemnification shall survive the termination of this Agreement.

    CAPACITY
  24. In providing the Services under this Agreement it is expressly agreed that the Digital Directive is acting as an independent agent and not as an employee. The Client and Digital Directive acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

    TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
  25. Notwithstanding any other term or condition expressed or implied in this Agreement, in the event that either Party will discontinue operating its business then, as permitted by law, this Agreement will terminate as of the last day of the month in which that Party ceases operations with the same force and effect as if such last day of the month were originally set as the Termination Date of this Agreement.
  26. In cases where a third party is introduced to perform The Client’s duties under this agreement The Client must provide guarantee for the completion of any outstanding projects and must serve sufficient notice to Digital Directive.

    TERMINATION
  27. Where there is just cause for termination, either Party may terminate this engagement by serving 7 days’ written notice to the other Party, as permitted by law.
  28. Once notice has been given by either party for any reason, The Client and Digital Directive agree to execute their duties and obligations under this Agreement diligently and in good faith through to the end of the notice period. Digital Directive may not make any changes to remuneration or any other term or condition of this Agreement between the time termination notice is given through to the end of the notice period.

    REMEDIES
  29. In the event of a breach or threatened breach by The Client of any of the provisions of this Agreement, The Client agrees that Digital Directive is entitled to claim remedies, in addition to and not in limitation of any other rights and remedies available to Digital Directive at law or in equity, in order to prevent or restrain any such breach by The Client or by The Client’s partners, agents, representatives, servants, contractors, and/or any and all persons directly or indirectly acting for or with The Client.

    SEVERABILITY
  30. Digital Directive and The Client acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

    NOTICES
  31. Any notices, deliveries, requests, demands or other communications required here will be deemed to be completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at their relevant registered addresses as well as the applicable email addresses or as the parties may later designate in writing.

MODIFICATION OF AGREEMENT

  1. The Parties may make changes to the rights or obligations in this Agreement where the changes would be considered reasonable and necessary for the advancement and procurement of the services offered to customers by the Parties. Any changes and Amendments to this Agreement must be expressly agreed by both Parties before implementation.
  2. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorised representative of each party.

    GOVERNING LAW
  3. This Agreement will be construed in accordance with and governed by the laws of England and Wales and that English courts will have exclusive jurisdiction over any disputes arising out of this Agreement.

    GENERAL PROVISIONS
  4. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  5. No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  6. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
  7. This Agreement will ensure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of Digital Directive and The Client.
  8. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  9. If, at the time of execution of this Agreement, there is a pre-existing engagement agreement still in effect between the parties to this Agreement, then in consideration of and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, this Agreement will supersede any and all pre-existing engagement agreements between Digital Directive and The Client. Any duties, obligations and liabilities still in effect from any pre-existing engagement agreement are void and no longer enforceable after execution of this Agreement.
  10. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement.

Agreement to the above terms is expressed by placing a signature below:

Digital Directive Ltd

Neil Morecraft
Managing Director

>