BACKGROUND
(A) The Introducer has a number of clients for whom it offers the service of buying or arranging to buy their property. The Introducer acknowledges that certain prospective clients who have enquired about the Introducer’s services via the Introducer’s website or otherwise do not formally instruct the Introducer and it therefore becomes unprofitable for the Introducer to continue to try and convert those prospective clients into formal clients.
(B) PLP wishes to be introduced to such prospective clients who may be interested in purchasing services from PLP, and is willing to pay the Introducer a commission on the terms of this agreement if such prospective clients purchase services from it and the Introducer is willing to effect these introductions in return for commission on the terms of this agreement.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for usual banking business.
Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity.
Confidential Information: any information of a confidential nature, including trade secrets and information of commercial value, disclosed by either party, its employees, officers or representatives to the other party.
Commencement Date: [DATE] 2012.
Commission: means [PERCENTAGE]% of the payments received by PLP, in cleared funds, for each Relevant Sale payable to the Introducer pursuant to clause 3.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Duplicate Lead: means a Lead already known to PLP or details of which have already been provided to PLP from another Introducer of PLP or otherwise.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Introduction: the provision to PLP of the contact details of a Lead. Introduce, Introduces and Introduced shall be interpreted accordingly.
Lead: a person who is introduced to PLP by the Introducer and who is not a Duplicate Lead.
Pre-existing Materials: all Documents, information and materials provided by PLP relating to the Services which existed prior to the commencement of this agreement, including computer programs, data, reports and specifications.
Relevant Sale: the sale of a Lead by PLP to a third party.
Restricted Customer: any firm, company or person who, during the 12 months before termination of this agreement, was a customer or prospective customer of PLP with whom the Introducer had contact or about whom it became aware or informed.
Restricted Person: anyone employed or engaged by PLP and who could materially damage the interests of PLP if they were involved in any Capacity in any business concern which competes with PLP’s Services.
Services: the lead follow up management services provided by PLP together with any other services from time to time offered by PLP and which PLP, by express written notice to the Introducer, includes within the scope of this agreement.

1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 Words in the singular shall include the plural and vice versa.
1.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A reference to writing or written includes faxes but not e-mail.
1.7 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.8 References to clauses are to the clauses of this agreement.

2. INTRODUCTIONS

2.1 PLP appoints the Introducer on a non-exclusive basis to identify Leads for PLP and to make Introductions of such persons on the terms of this agreement.
2.2 The Introducer shall:
(a) serve PLP faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
(b) use its best endeavours to make Introductions of Leads;
(c) report in writing to PLP from time to time on progress made with Leads; and
(d) comply with all reasonable and lawful instructions of PLP.
2.3 The Introducer shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind PLP in any way, and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of PLP, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with any Leads.
2.4 The Introducer must disclose to each Lead its relationship with PLP and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of PLP.
2.5 The Introducer shall not produce any marketing material for PLP’s services or use PLP’s name, logo or trade marks on any marketing material for the Services without the prior written consent of PLP.
2.6 The Introducer shall not, without PLP’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in PLP’s marketing material.
2.7 Where a Lead is Introduced by the Introducer and the Lead then introduces PLP to a third party who purchases Services from PLP, the Introducer shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to PLP.
2.8 The Introducer represents and warrants that:
(a) it has in place a privacy policy which complies with all UK data protection legislation, including the Data Protection Act 1998 relating to the collection and use of personal data provided to the Introducer.
(b) all Leads have consented to the Introducer transferring their personal data and all other data provided to the Introducer to PLP.
2.9 The Introducer covenants with PLP that during the term of this agreement it shall not, whether directly or indirectly, supply, provide or otherwise disclose the details or information of any Lead to any other third party.

3. COMMISSION AND PAYMENT

3.1 The Introducer shall be entitled to Commission following each Relevant Sale and strictly conditional on PLP receiving payment for each Relevant Sale in cleared funds.
3.2 Any Commission payable pursuant to this clause 3 shall be due to the Introducer on the 15th day of each month (or on the next Business Day if the 15th day of the month falls on a Saturday, Sunday or public holiday) in which payment is received in cleared funds by PLP for a Relevant Sale. If PLP receives payment for any Relevant Sale in instalments, then Commission shall be calculated and paid on such instalments as they are received by PLP.
3.3 PLP shall within 15 days of the end of the month in which PLP receives the corresponding payment in cleared funds for any Relevant Sales send to the Introducer a written statement setting out, in respect of that month:
(a) the Commission payable to the Introducer;
(b) the payments received for each Relevant Sale and details of any sums due which have not been received; and
(c) how the Commission has been calculated.
3.4 Commission shall be payable to the Introducer in pounds sterling.
3.5 All sums payable under this agreement:
(a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
(b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:
(i) lawfully avoid making any such deductions; or
(ii) enable the payee to obtain a tax credit in respect of the amount withheld.
3.6 If PLP fails to make any payment due to the Introducer under this agreement by the due date for payment, then the Introducer may charge PLP interest on the overdue amount at the rate of 3% per year above Barclays Bank plc’s base lending rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. PLP shall pay the interest as soon as reasonably practicable following demand by the Introducer.
3.7 PLP shall keep accounts and records giving correct and adequate details of all Relevant Sales entered into by PLP, all payments received for them and all deductions made in the calculation of the Commission. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to PLP.
3.8 If any dispute arises as to the amount of Commission payable by PLP to the Introducer, the same shall be referred to PLP’s accountants for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
3.9 No Commission or other compensation shall be payable where:
(a) PLP contracts with a third party in the circumstances described in clause 2.7; and
(b) the Introducer provides PLP with a Duplicate Lead.
3.10 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and PLP’s obligation to pay Commission to the Introducer in accordance with it.

4. OBLIGATIONS OF PLP

4.1 PLP must at all material times act in good faith towards the Introducer.
4.2 PLP shall inform the Introducer immediately if PLP suspends or ceases to perform the Services.
4.3 PLP shall not be responsible for any costs incurred by the Introducer under this agreement or otherwise.
4.4 Where any other of PLP’s affiliates send in a lead which is the same as a Lead Introduced by the Introducer, the lead which is received first will the one assigned to PLP’s back office system (the “System”). The System will automatically inform the Introducer of any Duplicate Leads as soon as reasonably practicable following its recognition of any Duplicate Leads.
4.5 PLP shall be under no obligation to:
(a) follow up any Introduction made by the Introducer; or
(b) enter into a Relevant Sale.

5. CONFIDENTIALITY

5.1 Each party (Receiving Party) agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not without the prior written consent of the other party (Disclosing Party) use (other than as permitted in clause 5.2) or disclose to any third party (other than as permitted in clause 5.3), any Confidential Information of the Disclosing Party, unless such information:
(a) was public knowledge or already known to the Receiving Party at the time of disclosure;
(b) subsequently becomes public knowledge other than by breach of this agreement;
(c) subsequently comes lawfully into the possession of the Receiving Party from a third party; or
(d) is agreed by the parties not be confidential or to be disclosable.
5.2 The Receiving Party may use the Disclosing Party’s Confidential Information in the performance of its obligations and the exercise of its rights under this agreement and in particular:
(a) PLP may use all information disclosed to it by the Introducer relating to the market for the Services in the development of its business and in marketing to such Leads, both during and after the term of this agreement;
(b) the Introducer may, during the term of this agreement only, use Confidential Information disclosed to it by PLP for the purposes of identifying Leads and seeking to make Introductions to such Leads.
5.3 The Receiving Party may, to the extent necessary to implement the provisions of this agreement (but for no other reason), disclose the Disclosing Party’s Confidential Information:
(a) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;
(b) where the Receiving Party is a body corporate, to any member of the same group of companies; or
(c) to any employees, officers or representatives of the Receiving Party,
provided that, before any such disclosure the Introducer shall make those persons aware of its obligations of confidentiality under this agreement
5.4 The Receiving Party shall procure that members of its group of companies, its own employees, officers and representatives and those of members of its group of companies are made aware of and comply with the confidentiality obligations set out in this clause 5.
5.5 The Receiving Party shall make any relevant governmental or regulatory body aware of the confidentiality obligations set out in this clause 5 and shall use all reasonable endeavours to obtain an undertaking to comply with such obligations from any Prospective Clients, such undertaking to be directly enforceable by the Disclosing Party.
5.6 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Introducer from PLP shall be returned promptly to PLP on termination of this agreement, and no copies shall be kept.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 As between the Introducer and PLP, all Intellectual Property Rights and all other rights in the Pre-existing Materials shall be owned by PLP.
6.2 The Introducer accepts and warrants that:
(a) it shall keep in strict confidence all Intellectual Property including all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Introducer by PLP, its employees, agents, consultants or subcontractors and any other confidential information concerning PLP’s business or its products which the Introducer may obtain;
(b) it is only permitted to use the Intellectual Property for the purposes of and during the term of this agreement and only as authorised by PLP hereunder;
(c) other than to that extent, it has and shall have no right to use or to allow others to use the Intellectual Property or any part of it.
(d) it shall not use any trade marks, trade names or get-up which resemble PLP’s trade marks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public; and
(e) it shall not do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Intellectual Property.
6.3 Without prejudice to any other rights or remedies that PLP may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for PLP for any breach by the Introducer of the terms of this agreement. Accordingly, PLP shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

7. COMMENCEMENT AND DURATION
   This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 8, until either party gives to the other party 3 months’ written notice to terminate.

8. TERMINATION
   Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may at any time terminate this agreement with immediate effect by giving written notice to the other party if:
   (a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
   (b) the other party commits a material breach of any material term of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
   (c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
   (d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
   (e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party;
   (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 21 days;
   (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party;
   (h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
   (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
   (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8(c) to clause 8(i) (inclusive); or
   (k) the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business.

9. CONSEQUENCES OF TERMINATION

9.1 Other than as set out in this clause, neither party shall have any further obligation to the other under this agreement after its termination.
9.2 The following clauses shall continue to apply after the termination of this agreement: clause 1, clause 3, clause 5 and clause 9 to clause 19 (inclusive).
9.3 Subject to the provisions of clause 9.5, termination of this agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
9.4 If any event occurs, or proceeding is taken, with respect to the Introducer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8(c) to clause 8(k) (inclusive), PLP shall be under no obligation to pay to the Introducer any monies owed to it at the time the event occurs, including any Commission then due.

10. RESTRICTIONS

10.1 In order to protect PLP’s Confidential Information, Intellectual Property, Pre-Existing Materials and business connections to which the Introducer may have access to as a result of entering into this agreement, the Introducer covenants with PLP that it shall not, during the term of this agreement and for a period of [12] months after termination of this agreement:
(a) solicit or endeavour to entice away from PLP the business or custom of a Restricted Customer or Lead with a view to providing goods or services to that Restricted Customer or Lead in competition with any of PLP’s Services;
(b) offer to employ or engage or otherwise endeavour to entice away from PLP any Restricted Person; or
(c) be involved with the provision of goods or services to (or otherwise have any business dealings with) any Restricted Customer or Lead in the course of any business concern which is in competition with PLP’s Services.
10.2 The restrictions imposed on the Introducer by this clause 10 apply to the Introducer acting:
(a) directly or indirectly; and
(b) on its own behalf or on behalf of, or in conjunction with, any firm, company or person.
10.3 Each of the restrictions in this clause 10 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective.

11. INDEPENDENT STATUS
    The Introducer is an independent contractor, and nothing in this agreement shall constitute the creation, establishment or relationship of partnership, joint venture, agency or employer and employee between the parties.

12. ENTIRE AGREEMENT

12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this agreement.
12.3 Nothing in this clause shall limit or exclude any liability for fraud.

13. VARIATION
    No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. ASSIGNMENT
    This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).

15. NO WAIVER
    No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

16. SEVERANCE

16.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
16.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.

17. NOTICE

17.1 Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication as set out below:
(a) E Eureka Limited: Company Reg: Number: 04282980
(b) [PARTY2]: [CONTACT], [ADDRESS],
or as otherwise specified by the relevant party by notice in writing to each other party.
17.2 Any notice or other communication shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this clause;
(b) if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting; or
(c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
17.3 A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.
17.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

18. THIRD PARTY RIGHTS
    No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

19. GOVERNING LAW AND JURISDICTION

19.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of England and Wales.

19.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.