REFERRAL AGREEMENT This Referral Agreement (the "Agreement") is entered into as of November 21, 2008 (the "Effective Date") by and between Company Name ("Company"), and Rererror Name ("Referring Party"). In consideration of the mutual promises and covenants contained in this Agreement, COMPANY and Referring Party hereby agree as follows: 1. DEFINITIONS The following definitions shall apply to this Agreement: "Membership Interest Agreement" means the document used by COMPANY to sell Class B Membership interest Units in New Company (“COMPANY Chicago”). A version of this document is found at Appendix A. COMPANY may revise this document at any time. "Prospective Member" means a qualified physician referred to COMPANY by Referring Party as a potential Member of COMPANY Chicago under the Membership Interest Agreement. "Successful Purchase” means the full execution of a Membership Interest Purchase Agreement by a Prospective Member and payment in full by the Prospective Member to COMPANY in accordance with the Membership Interest Purchase Agreement. 2. RESPONSIBILITIES & RIGHTS OF PARTIES 2.1. Organization of COMPANY Chicago. COMPANY agrees to organize New Company LLC upon notification by Referring Party of five (5) Prospective Members willing to purchase B Class Membership Interest Units in accordance with the Membership Interest Purchase Agreement. Referring Party shall provide COMPANY with all necessary details regarding the Prospective Members to ensure they are qualified for membership. 2.2. Effort. Referring Party agrees to continue to identify qualified Prospective Members to purchase Membership Interests in COMPANY Chicago. 2.3 Disclosure. Referring Party warrants and represents that, for each Prospective Member referred to COMPANY under this Agreement, the Referring Party has disclosed the potential receipt of fees under this Agreement to the Prospective Member, and has no conflict of interest with the Member or with COMPANY in receipt of such payment. 2.4 Changes to Membership Interest Agreement and Operating Agreement. COMPANY reserves the right in its discretion to make any changes in the Membership Interest Purchase Agreement and the Operating Agreement of COMPANY Chicago, including pricing, and to refuse to enter into a Membership Interest Purchase Agreement
with any Prospective Member referred by Referring Party for lack of creditworthiness or for any other reason in its sole discretion. 2.5 Non-Exclusivity. Each party understands this Agreement is non-exclusive. Without limiting the generality of the foregoing, Referring Party acknowledges that nothing in this Agreement shall prevent or limit COMPANY from marketing and selling its Membership Interest Purchase Agreement or any other product or service, in whole or in part, directly or indirectly, to any Prospective Members or from appointing representatives, resellers, distributors and other marketing agents, without liability to Referring Party. 2.6 Limitation. Nothing in this Agreement extends the right to Referring Party of any interest, directly or indirectly, in any business activity of COMPANY other than what is outlined in this document and with respect only to COMPANY Chicago. 3. PAYMENT 3.1 Payment. Upon Successful Purchase of Membership Interest by a Prospective Member during the period of this Agreement, COMPANY agrees to pay Referring Party a sum equal to twenty percent (20%) of the net proceeds from the sale of the Membership Interest Units to each Prospective Member. The net proceeds shall consist of the gross amount equal to the sum of the purchase sale price minus direct expenses incurred by COMPANY in the process of selling the Membership Interest. 3.2 Payment Terms. Payment will be made by COMPANY to Referring Party within 5 business days of Prospective Members payment clearing COMPANY accounts. 3.3. Option to Repurchase Interest. Should COMPANY decide to offer an Option Agreement to the Prospective Member in which COMPANY agrees to repurchase the Membership Interest upon Prospective Member’s dissatisfaction, Referring Party agrees to return the 20% payment for that Membership Interest to COMPANY within 30 days of notification by COMPANY of Prospective Member’s intent to exercise the Option Agreement. 3.4. Class A Membership Interest. Upon the Successful Purchase of Membership Interest by ten (10) Prospective Members, Referring Party is eligible to receive five (5) Class A Membership Interest Units in COMPANY Chicago. This ownership of this Membership Interest must be in accordance with the Operating Agreement of COMPANY Chicago. 4. TERM & TERMINATION 4.1 Term. This Agreement is effective as of the Effective Date and will remain in effect for three (3) years after the Effective Date. 4.2 Mutual Termination. This Agreement may be terminated by either party at any
time in the event of a material breach by the other party which remains uncured after thirty (30) days written notice. 4.3. Failure to Meet Targets. COMPANY may terminate this agreement after December 31, 2009 if COMPANY Chicago has not completed Successful Purchases with at least ten (10) Prospective Members by December 31, 2009. COMPANY may terminate this agreement after December 31, 2010 if COMPANY Chicago has not completed Successful Purchases with at least twenty (20) Prospective Members by December 31, 2010. 4.4 Actions Upon Termination. Upon expiration or termination of this Agreement, (i) both parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties, (ii) the Referring Party agrees not to act in any way to damage the reputation of COMPANY’s products or services, and (iii) Referring Party shall cease to promote, solicit, or identify Prospective Members. COMPANY's execution of any Membership Interest Agreement after termination of this Agreement shall not be construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right and COMPANY shall have the right after the termination of this Agreement to deal with, and solicit orders from, any and all persons and entities, including Prospective Members or other individuals, who dealt with or were referred by Referring Party, without any liability of any kind to Referring Party.
4. COVENANTS 4.1 Confidentiality. COMPANY and Referring Party, and their respective officers, directors, partners and affiliates, agree to keep the terms and conditions of this Agreement and the transactions contemplated hereby confidential, and agree not to disclose to any party not a party to this Agreement any of the terms hereof, except as may be required by applicable law. Referring Party expressly acknowledges that it has received, and will receive in the future, Confidential Materials (as hereinafter defined), and that disclosure of such Confidential Materials to parties not a party to this Agreement would cause irreparable harm to COMPANY and COMPANY Sarasota. Except with the prior written consent of COMPANY or as required by law, neither Referring Party, nor its respective officers, directors, partners or affiliates, shall (i) disclose any Confidential Materials to any party not a party to this Agreement, or (ii) use any Confidential Materials for any purpose except in connection with their efforts on behalf of COMPANY. Referring Party and its respective officers, directors, partners or affiliates shall use their reasonable best efforts to preserve the confidentiality of all Confidential Materials. In the event that a party concludes that it is legally obligated to disclose any provision of this Agreement or any Confidential Materials, such party shall provide the other party with prompt written notice, and shall seek to limit the dissemination of such Confidential Materials. In the case of legal proceedings in which such disclosure is required, the parties shall cooperate to obtain an appropriate protective order limiting the disclosure of such material. The parties acknowledge that, in the event of a public
offering of securities of COMPANY or any subsidiary, COMPANY may be required to disclose certain terms of this Agreement. "Confidential Materials" means any information or materials, whether written or oral, tangible or intangible, (i) concerning COMPANY, its subsidiaries, businesses, markets, products, prospects, finances, principal shareholders and/or members, and (ii) which Referring Party develops, or with respect to which Referring Party gains access or knowledge, as a direct result of COMPANY's provision to Referring Party of information and/or materials. Notwithstanding the foregoing, the Confidential Material shall not include (A) information that was known to, and material that was in the possession of, Referring Party prior to the commencement of any negotiations with COMPANY, (B) information that is or becomes generally known to, and materials possessed by, the public at large (other than as a result of a breach of this agreement by Referring Party or by disclosure of any other party which Referring Party knows, or has reason to know, is under an obligation of confidentiality to COMPANY), (C) information or material acquired by Referring Party independently from a third party (other than a third party which Referring Party knows, or has reason to know, is under an obligation of confidentiality to COMPANY), and (D) information or material independently developed by Referring Party and not as a result of the disclosure of information or provision of materials by COMPANY. The Confidential Materials may include, but are not necessarily limited to, the following: concepts; techniques; data; documentation; research and development; Member lists; advertising plans; distribution networks; new product concepts; designs; patterns; sketches; planned introduction dates; processes; marketing procedures; "know-how"; marketing techniques and materials; development plans; names and other information related to strategic partners, suppliers, or vendors; pricing policies and strategic, business or financial information, including business plans and financial pro formas. 5. MISCELLANEOUS 5.1 Governing Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of Sarasota County, Florida, without regard to any provisions thereof relating to conflicts of laws among different jurisdictions. Both parties agree that the sole jurisdiction of any dispute between the parties will be Sarasota County, Florida. 5.2 Survival. The representations and warranties made herein shall survive the Closing for a period of five years, whereupon they shall cease and be of no further force and effect. 5.3 Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of Referring Party to acquire the Membership Interests shall not be assignable except in accordance with the Operating Agreement. This Agreement shall not be construed so as to confer any right or benefit on any party not a party hereto, other than their respective successors, assigns, heirs, executors and administrators.
5.4 Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof and supersedes all prior agreements and understandings relating thereto. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. 5.5 Notices, Etc. All notices under this Agreement shall be sufficiently given for all purposes if made in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, facsimile or other electronic transmission, to following addresses and numbers. Notices to COMPANY shall be addressed to:
or at such other address and to the attention to such other person as COMPANY may designate by written notice to Referring Party. Notices to Referring Party shall be addressed to:
or at such other address and to the attention of such other person as Referring Party may designate by written notice to COMPANY. 5.6 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of the other party under this Agreement shall impair any such right, power or remedy of such first party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. 5.7 Expenses. COMPANY and Referring Party shall each bear the expenses and legal fees incurred on their own behalf with respect to this Agreement and the transactions contemplated hereby. 5.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which may be executed by only one party, which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
5.9 Severability; Enforcement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without such provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. The parties hereto agree that irreparable damage for which money damages would not be an adequate remedy would occur in the event that any of the provision of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies a party may have at law or equity, the parties shall be entitled to seek an injunction of injunctions to prevent such breached of this Agreement and to enforce specifically the terms hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. COMPANY
By: _______________________________ Name: Title: Manager
REFERRING PARTY By: _______________________________ Name: