Exhibit 10.23
REFERRAL FEE AGREEMENT
This Agreement is dated July 23 , 2004, and is among and between GK
Intelligent Systems, Inc. (the "Company") and Xxxx Xxxxxxxx (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.
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.
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 Xxxxxxxx /s/ Xxxx Xxxxxxx
_________________________________ __________________________________
Xxxx Xxxxxxxx Xxxx X. Xxxxxxx
President & CEO
GK Intelligent Systems, Inc.
