MUTUAL REFERRAL AGREEMENT

This Mutual Referral Agreement (the “Agreement”) is effective December 15th, 2006 by and between --------------- having its principal place of business at ------------------having its principal place of business at -------------------- (each a “Party”, collectively the “Parties”). In consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. Scope: --------- (---------) will refer potential qualified customers to --------- and --------- will
work on finalizing a contract with the potential customer referred by ---------. --------- will refer potential qualified customers to --------- (---------) and --------- (---------) will work on finalizing a contract with the potential customer referred by ---------. All potential qualified customers referred by either party are hereafter termed “Referred Customers”.

2. Term and Termination of Agreement: This Agreement will commence on December 15,
2006 and will continue in effect for a 12 month period. At the end of the first and each subsequent 12 month term, this Agreement shall automatically renew for another 12 month term unless either Party, at its sole discretion, provides written notice of cancellation to the other Party 30 days prior to the expiration of the 12 month term. 2.1 Either Party, at its sole discretion, can terminate this Agreement by providing 60 days written notice. 2.2 Either Party may immediately terminate this Agreement upon written notice to the other Party if the other Party materially breaches any of the terms or conditions of this Agreement. 2.3 Immediately upon termination of this Agreement, --------- shall return all --------- Proprietary Information (including all copies and extracts thereof) to --------- and --------- shall return all --------- Proprietary Information (including all copies and extracts thereof) to ---------. 2.4 In the event of termination according to 2.2, a material breach of any of the terms or conditions of this Agreement, either Party will be obligated to pay the other Party any earned commissions due under this Agreement up to and through 6 months after the effective date of termination. In all cases, as defined in 2.1, either Party will be obligated to pay the other Party any earned commissions due under this Agreement up to and through 1 year after the effective date of termination.

3. Commissions: --------- will be eligible to earn a 10% commission on the gross revenue
received by --------- from all Referred Customers generated by --------- during the term of this agreement for ---------’s consulting business; the maximum commission to be paid by --------is $ 20,000 per customer. Gross revenue of --------- is defined as the monthly retainer fees paid by ---------’s customer for 1 year. The commission will be payable in the month that the invoices are collected and shall be paid by the end of the following month. --------- will be eligible to earn a 10 % commission on the gross revenue received by --------- from all Referred Customers generated by --------- during the term of this agreement for ---------’s sales and channel development business; the maximum commission to be paid by --------- is $ 20,000 per customer.

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technology. either Party shall deliver to the other Party all Proprietary Information and all copies and extracts thereof and acknowledges that any disclosure or unauthorized use of Proprietary Information will constitute a material breach of this Agreement and cause substantial harm and irreparable harm to the Party for which damages would not be a fully adequate remedy. designs. drawings. which is not a simple accounting error. in the event of any such breach or threatened. for inspection during business hours by an independent certified or chartered accountant nominated by the other Party for the purpose of verifying the accuracy of any gross revenue statement given by the Party. Further. Page 2 of 3 . and being sufficient to ascertain the payments due under this Agreement. Confidentiality: Either Party understands that the other Party possesses and will possess proprietary or confidential information that is important to its business. in addition to other available remedies. and thereof. and to disclose to the other Party only such details as may be necessary to report on the accuracy of the gross revenue statement. for or on behalf of the Parties. upon completion of the Services. schematics. computer code. Records: Either Party shall keep at its normal place of business. and other business. Proprietary information includes.Gross revenue of --------. which has commercial value in the Parties’ business. on reasonable notice. The commission will be payable in the month that the invoices are collected and shall be paid by the end of the following month. even if not marked or identified as such. copyrightable works. techniques. vendor relations. For purposes of this Agreement. The other Party shall cause the accountant to agree in writing to keep confidential all information learnt during any such inspection. The other Party shall be responsible for the accountant's charges unless the accountant certifies that there is an inaccuracy of more than 10% in any payment statement. Either Party shall make such records and accounts available. 4. and will not use or disclose. Proprietary/Confidential information shall include any information that either Party provides to the other Party that could be reasonable construed as proprietary and confidential. but is not limited to. or was conveyed by the Parties (including without limitation). computer programs.is defined as the monthly retainer fees paid by ---------’s customer for 1 year. technical and financial information. know-how. which will be provided to the other Party. technical information. “Proprietary Information” is information that was or will be developed. and other information received in confidence disclosed by either Party to the other Party. processes. suppliers. data. inventions (whether patentable or not). ideas. At all times during this Agreement and after its termination. trade secrets. compositions. the Party shall have the right to obtain appropriate and immediate injunctive relief. 5. formulas. created or discovered by. product development plans. except that the Party may use such Proprietary Information as may be necessary and appropriate in the ordinary course of performing the Services of this Agreement. Either Party agrees that immediately upon the other Party’s request and. any Proprietary/Confidential Information without the prior written consent of the other Party. in any event. detailed and up to date records and accounts showing the work and gross revenues generated on a project-by-project basis. or which became or will become known by. rates. and in which case the Party shall pay the accountant’s charges in respect of that inspection. information relating to products. works of authorship. either Party will keep in confidence and trust. customers.

6. 7. SIGNATURES --------. Choice of Law: In the event that either Party needs to seek enforcement of this agreement or in the event of a dispute. Attorneys Fees: In the event that either Party needs to enforce the terms of this agreement or any other material dispute between the Parties. the prevailing Party shall be entitled to receive its costs including but not limited to reasonable attorney’s fees. the choice of law shall be governed by the laws of California.LLC _________________________ _______________________ _________________________ Date: ____________________ Date: _________________ Page 3 of 3 .

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