Exhibit 10.27
REFERRAL FEE AGREEMENT
This Agreement is dated August 30th , 2004, and is among and between GK
Intelligent Systems, Inc. (the "Company") and Xxxx Xxxxxx (who hereinafter
shall be referred to as the "Referrer.") This Agreement is a non-exclusive
agreement and shall remain in effect until either party cancels it in writing
at which time the Agreement will immediately terminate.
Acquisition Referrals
The Referrer shall receive a referral fee as described below as soon as
practical after each Closing of an acquisition that is directly the result of
a facilitated introduction by the Referrer to the Company. In the event this
Agreement is terminated by either party, the Company shall pay a referral fee
to the Referrer for all facilitated introductions they have made that result
in a Closed acquisition by the Company within twelve months after the
termination of the Agreement.
The referral fee shall be calculated by taking the total consideration paid
for an acquisition (the "Acquisition Cost") and multiplying that by the
following percentage:
. For the first $1 million of Acquisition Cost 5 %
. For the next $1 million 4 %
. For the next $1 million 3 %
. For the next $1 million 2 %
. For all consideration above $4 million 1 %
The referral fee shall be paid in the same manner and in the same ratio as
that of the transaction e.g. cash, common stock, restricted common stock, etc.
Strategic Alliance and Co-venture Referrals
The Company shall pay a referral fee to the Referrer for all facilitated
introductions they have made that result in a strategic alliance or co-venture
with the Company within twelve months after the termination of the Agreement.
The referral fee shall be calculated by taking the Company's total gross
earnings attributed to the alliance or coventure during the first twelve
months (the "Coventure Revenue") and multiplying that by the following
percentage:
. For the first $1 million of Coventure Revenue 5 %
. For the next $1 million 4 %
. For the next $1 million 3 %
. For the next $1 million 2 %
. For all Coventure Revenue above $4 million 1 %
The referral fee shall be paid in the same manner and in the same ratio as
that of the transaction e.g. cash, common stock, restricted common stock,
etc., and shall be paid to the Referrer as soon as is practical at the close
of the first twelve month period.
Finance / Capitalization Referrals
The Referrer shall receive 10% per cent of the total amount of financing /
capitalization secured on behalf of the Company.
The Company and the referrer shall each bear their own operating expenses
including all travel expenses related to the execution of this Agreement.
If a dispute arises out of or relates to this Agreement or the breach thereof
and if the dispute cannot be settled through negotiation, the parties agree to
settle the dispute through binding arbitration administered by the American
Arbitration Association.
Agreed and accepted:
For the Referrer: For the Company:
/s/ Xxxx Xxxxx /s/ Xxxx X. Xxxxxxx
____________________________________ ____________________________________
Xxxx Xxxxxx Xxxx X. Xxxxxxx
President & CEO
GK Intelligent Systems, Inc.
