Exhibit 10.14
Gulfstream
Referral Services
Agreement
This Agreement is entered into on June 20,
2003, by and between Whitney Education Group, Inc., a Florida
corporation, (hereinafter referred to as the “WEG”) and
Gulfstream Development Group LLC, a Florida limited liability
company (hereinafter referred to as
“Gulfstream”).
WHEREAS , WEG is currently engaged in the business of
post secondary real estate educational training and has access to
students seeking home purchases.
WHEREAS , Gulfstream has substantial expertise in
building and selling homes and is seeking buyers of new
homes.
WHEREAS, WEG has in the past referred certain students to
Gulfstream in order to facilitate the home buying process and
wishes to continue to refer students to Gulfstream.
NOW, THEREFORE,
in consideration of the mutual
covenants and promises herein contained, the parties hereby agree
as follows:
1.
Appointment of
Gulfstream
WEG shall appoint Gulfstream to be
the exclusive provider of homes for students of WEG. At the
discretion of WEG, in the event that Gulfstream is unable to
provide homes to WEG’s students in a timely manner, WEG shall
be allowed to negotiate with other builders for their services,
either in tandem with Gulfstream or as a replacement.
2.
Past Referrals and
Fees
Upon the execution of this
agreement, Gulfstream shall pay to WEG a referral fee in the amount
of one hundred thousand dollars ($100,000.00) as compensation for
any and all referrals of students to Gulfstream by WEG, which
students purchased and closed on a home prior to January 1,
2003.
3.
Future Referrals and
Fees
Gulfstream shall pay to WEG the
amount of one thousand dollars ($1,000.00) for each student that
WEG refers to Gulfstream that purchase and closes on a home on or
after January 1, 2003.
4.
Notice and
Compensation
Gulfstream shall provide to WEG a
written list within fifteen (15) days of the 1 st of
each month of the names and addresses of each student referred by
WEG who purchased and closed on a home built by Gulfstream.
IN addition, Gulfstream shall include a check as compensation in an
amount to equal the number of students on the written list
multiplied by one thousand dollars ($1,000.00).
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5.
Term and
Termination
Except as provided below, this
agreement and the services to be performed under it, shall commence
on June 30, 2003, and shall continue indefinitely, unless
terminated by either party upon thirty (30) days written notice
provided to the other party, unless for just cause.
6.
Indemnification
Gulfstream shall release, defend,
indemnify, and hold harmless WEG, its parent subsidiaries,
affiliates, successors, assigns, trustees, officers, agents, and
employees from all suits, actions, or claims of any character,
name, or description including reasonable attorney’s fees,
brought on account of any injuries or damages, or loss sustained by
Gulfstream or any person or property arising out of or related to
services provided under this Agreement, attributed to
Gulfstream’s negligence or failure to perform or comply with
any requirements of this Agreement, including, but not limited to,
any claims for personal injury or property damage.
7.
Notices
Any notices to be given under this
Agreement shall be in writing, sent by registered or certified
mail, postage prepaid, return receipt requested, or by telegram or
facsimile followed by a confir
