Finder's Fee and Sales Commission Agreement
This agreement is made between Amerilithium, 000 Xxxxxxxx Xxxxxx Xxxxx,
Xxxxx 000 Xxxxxxxxx, XX 00000, hereinafter known as AL, and Your Loan
Team, LLC dba The Gold Standard, 00000 Xxxxxxx Xxxxx, Xxxxxxxx Xxxxxxx,
XX 00000, hereinafter known as TGS.
AL and TGS agree to the following:
1) AL wishes to sell the lithium its mine produces and/or enter a
joint venture with a third party to further develop its lithium mining
interests.
2) TGS will seek to introduce Al to a purchaser or purchasers
(Purchaser) for the lithium and/or a potential joint venture partner or
partners (Partner) capable of providing that funding.
3) AL is willing to pay a Sales Commission on sales made to a purchase
of AL's lithium and/or a Finder's Fee to TS for an introduction to a
Partner that enters into a joint venture with AL.
4) TGS and AL recognize that an entity TGS proposes to introduce to AL
may already have been introduced to AL by another party. In that
event, TGS would have no claim to fees arising from transactions
between that entity and AL. Upon request from TGS, AL will provide
information to TGS necessary to show that the entity was introduced to
AL by another party or had already established a business relationship
with AL prior to TGS's attempted introduction of that entity.
5) Any Finder's Fee will be calculated as three percent (3%) of the
amount of funds received by AL from the Partner as investment in the
joint venture.
6) Any Sales Commission will be calculated as indicated below:
a) Two percent (2%) of the gross sales price of AL's lithium to a
Purchaser introduced to AL by TGS.
b) One and one-half percent (1.5%) of the gross sales price of AL's
lithium to a Purchaser which is also a Partner introduced to AL by TGS.
c) As specified in a Master Fee Protection Agreement (MFPA) signed
by both AL and TGS.
7) Any compensation due to TGS under the terms of this agreement shall
be paid to TGS in the form of cashier's check or wire transfer within
three (3) business days of receipt of funds by AL.
8) A Finder's Fee and/or Sales Commission will also be due to TGS in
the event that AL receives additional funding from a Partner and/or
concludes a sale of lithium to a Purchaser introduced by TGS after
termination of this agreement but within five (5) years after the
introduction of that Partner and/or Purchaser to AL by TGS.
9) It is, without owning any fees or costs, In AL's sole discretion to
accept or reject any offer of funds and terms tendered by a Partner
and/or any offer to purchase tendered by a Purchaser. In such event,
when no funds are accepted by AL, no fee or commission will be due or
owing to TGS.
10) TGS will treat any of AL's information relating to this
transaction as confidential and proprietary. Accordingly, AL will
treat TGS's Partner, Purchaser, and other contacts as confidential and
proprietary.
11) AL will not circumvent TGS by directly contacting any Partner,
Purchaser, or other contacts introduced by TGS to request initial or
subsequent funding or sales during the term of this agreement.
12) This agreement relates solely to introduction of a Partner and/or
Purchaser by TGS to AL. There are no additional services that TGS is
required to perform to be entitled to the above compensation. AL
anticipates including TGS as needed in discussion with a Partner and/or
Purchaser, but TGS will not engage in any negotiations whatsoever
behalf of AL, Partner, or Purchaser. TGS will have no responsibility
for, nor will TGS make recommendations concerning, the terms and
conditions of any agreement between AL and a Partner and/or a
Purchaser.
13) This agreement shall have a term of three (3) years following the
latest dated signature hereon unless sooner terminated or extended by
written agreement signed by both AL and TGS.
14) This agreement shall be binding upon all persons entering hereto
and all other foundations, companies, partnerships, affiliates,
corporations and their subsidiaries, both domestic and foreign, for
which the party is representing as a principal, agent, employee or
independent contractor.
15) All notices given under this agreement shall be addressed to the
addresses stated the first paragraph of this agreement or to a new
addresses as advised by the parties in writing.
16) This agreement shall run for five years from the date of the last
signature hereon unless either extend or terminated by mutual, written
agreement.
17) This agreement is the entire agreement between TGS an AL and can
only be amended in writing by mutual consent of the parties.
18) Facsimile or electronic signatures will be accepted as original.
19) This is the entire agreement between TGS and AL and sets forth the
complete understanding between them, superceding any prior
contemporaneous oral understanding and any prior written agreements.
/s/Xxxx Xxxxxxx September 29, 2010
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Managing Member
The Gold Standard
/s/Xxxxxxx Xxxxxxx September 29, 2010
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Xxxxxxx Xxxxxxx
Chief Executive Officer
Amerilithium
