Exhibit 10.14
REFERRAL PROGRAM
BETWEEN
MCW BUSINESS SYSTEMS LTD. (MCW)
AND
TRANSFORMATION PROCESSING INC. (TPI)
I. INTRODUCTION
---------------
A. REFERRAL PROGRAM
This Referral Program (the "Program") has been designed to provide MCW
management and sales personnel with monetary rewards for their efforts for
selling or referring customers to TPI (the "Referral Fee"). The plan is
designed to achieve the following objectives:
1. Leverage the strategic relationship between TPI and MCW.
2. To compensate MCW, and its Account Managers, Sales Managers and Branch
Managers for performing sales functions that result in the successful
delivery of services to MCW customers by TPI.
3. To reward lead referrals from MCW employees to TPI.
4. To compensate TPI employees for handling the sales and coordination details
of these referrals.
B. EFFECTIVE DATE
The Program is effective as of November 1, 1997.
II. REFERRAL FEE
----------------
The Referral Fee will be paid to MCW by TPI for referrals or sales that result
in the delivery of profitable services to NEW customers. The Referral Fee will
be distributed to MCW. MCW will then reward Account Managers, Sales Managers
and Branch Managers as a percentage of the Referral Fee as it sees fit.
A. REFERRAL FEE
The amount of Referral Fee paid to MCW will depend on the pricing structure
required to win the business. TPI will provide list pricing to MCW employees
prior to the close of the sale. The Referral Fee will be paid to MCW according
to the following schedule:
Confidential information Page 1
-------------------------------------------------
Type of Lead Referral Fee Paid to MCW
as a Percentage of the
Total Sales Price
-------------------------------------------------
Products 15 %
-------------------------------------------------
Services 10 %
-------------------------------------------------
Joint Ventures Negotiable
-------------------------------------------------
B. TERMS
The Referral Fee will be paid to MCW on the 31st of the following month after
the service has been delivered to the MCW account. TPI will continue to pay the
Referral Fee on subsequent TPI related sales to the MCW account for a period of
two years from the date of first order.
III. PROGRAM DEFINITIONS
------------------------
A. REFERRALS
To qualify for the Referral Fee the following criteria must be met:
1. It is a new opportunity that is currently not being worked by a TPI
employee.
2. The MCW employee notifies TPI of the scope of work and key contact.
3. All needs assessment, proposal generation, sales registration and
coordination functions are performed by a TPI employee.
4. TPI delivers the service.
5. TPI bills the customer.
TPI is responsible for managing the project requirements of the customer. TPI
will regularly notify the MCW Account Executive of progress with the account,
customer satisfaction and Referral Fee.
IV. POLICIES AND PRACTICES
--------------------------
A. APPLICABILITY
1. The Program applies to all products and services referred to or sold after
November 1 1997, by MCW which are performed by TPI.
Confidential information Page 2
B. PROGRAM EXCEPTIONS
All exceptions, adjustments, additions or modifications to the Program require
the prior approval of MCW and TPI in writing. Either party reserves the right
to cancel the program at any time.
C. PROCEDURES
TPI will provide MCW with a list of current services and pricing.
TPI will:
1. Confirm client is new to TPI
2. Confirm dates available for the services with the client
3. Confirm order with MCW sales personnel
4. Log the date of the initial Referral
On receipt of confirmation, MCW personnel will forward the Purchase Order to MCW
head office for processing.
D. PAYMENT
TPI will generate monthly payment reports indicating the Client, services and
Referral Fee paid/payable.
E. CONFIDENTIALITY
Details of the Program and Referral Fee are to be held as confidential
information by MCW and TPI.
MCW BUSINESS SYSTEMS LTD. TRANSFORMATION PROCESSING INC.
/s/ ▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Managing Partner President & COO
November 5, 1997 November 5, 1997
----------------------------------- -----------------------------------
Date Date
Confidential information Page 3