Between: OBB Holdings LLC, a Wisconsin limited liability company (the "Company"), and Daniel Weber, an individual (the "Referring Partner").
Effective date: ___, 2026 (if left blank, the Effective Date is the date of the last party's signature)
Subject: Referring Partner-led referral of Tim Kreilkamp (the "Prospective Client") to the Company, and the Company's reciprocal grant of platform access to the Referring Partner.
1.1 The Referring Partner has identified Tim Kreilkamp, a Wisconsin-based multi-business operator, as a candidate client for the Company's AI automation and consulting services.
1.2 The Referring Partner has made the introduction and may continue to assist as a relationship facilitator at the Referring Partner's discretion.
1.3 The parties wish to memorialize their mutual expectations for compensation and access while the parties work toward a longer-form Sales Representative Agreement.
2.1 Commission rate. The Company shall pay the Referring Partner a referral commission of fifteen percent (15%) of all Net Revenue actually collected by the Company from the Prospective Client (the "Commission").
2.2 "Prospective Client" defined. "Prospective Client" means Tim Kreilkamp and any entity in which he holds a controlling interest (more than twenty-five percent (25%) ownership) or serves as an officer, director, manager, member, or principal, and any successor or affiliate thereof.
2.3 "Net Revenue" defined. "Net Revenue" means cash or cash-equivalent consideration received by the Company from the Prospective Client for the Company's services, less only: (i) third-party API or compute costs billed by the vendor to the Company and re-billed to the Prospective Client at cost, (ii) third-party software licenses procured at the Prospective Client's request and re-billed at cost, and (iii) sales tax remitted. No allocation of the Company's labor, overhead, infrastructure, or general operating cost reduces Net Revenue. Non-cash consideration (including equity, barter, or deferred-fee arrangements) shall be valued at fair market value at the time received and shall accrue Commission on that value.
2.4 Durability. The Commission obligation continues for the duration of the Prospective Client's relationship with the Company, in perpetuity, so long as the Prospective Client remains an actively-paying client of the Company — irrespective of whether the Referring Partner continues to participate in account servicing or whether this MOU is later replaced by a Sales Representative Agreement.
2.5 "Actively-paying" defined. The Prospective Client is "actively-paying" if the Company has received cash or cash-equivalent consideration (as defined in §2.3) from the Prospective Client within any rolling twelve (12) month period.
2.6 Payment cadence. Commission shall be paid monthly, within ten (10) business days following the Company's receipt of corresponding Net Revenue from the Prospective Client.
2.7 Recordkeeping. The Company shall maintain reasonable records of Prospective Client revenue and shall furnish a written quarterly statement to the Referring Partner summarizing the prior quarter's commissionable revenue.
2.8 Independent contractor; tax treatment. The Referring Partner is an independent contractor and not an employee, partner, joint-venturer, or agent of the Company. The Company shall issue Form 1099-NEC annually for Commission payments. The Referring Partner is solely responsible for self-employment taxes, withholding, and any benefits. The Referring Partner has no authority to bind the Company, hold himself out as the Company's employee or agent, or make representations on the Company's behalf.
3.1 Scope of access. The Company shall provide the Referring Partner and one (1) designated assistant, currently identified as Morgan, with non-exclusive access to the Company's AI agent platform for the Referring Partner's personal and business use ("Workbench Access").
3.2 No additional fee. Workbench Access is provided as consideration ancillary to the referral relationship and is not separately invoiced during the term of this MOU.
3.3 Owner discretion + throttle. Workbench Access is provided at the Company's reasonable discretion. The Company may throttle, rate-limit, queue, or temporarily restrict the Referring Partner's usage if the Referring Partner's consumption is materially impacting the Company's compute and API consumption budgets or service quality to other clients. The Company shall give the Referring Partner commercially reasonable notice of any sustained throttle and shall work in good faith to restore standard service.
3.4 Permissible use. Workbench Access is for lawful, non-harmful purposes consistent with the Company's published terms of service. Workbench Access is not transferable beyond the Referring Partner and the named assistant without the Company's prior written consent. The Referring Partner and any approved assistant shall NOT: - (a) use Workbench Access to design, build, or offer products or services that compete with the Company; - (b) resell, sublicense, or otherwise commercialize Workbench output to third parties; - (c) process or store data belonging to other Company clients; - (d) reverse-engineer, decompile, copy, or attempt to extract the Company's agents, system prompts, models, or methods.
3.5 Assistant acknowledgment. The Referring Partner shall cause Morgan (and any future Company-approved assistant) to execute the Company's standard Workbench User Acknowledgment — including confidentiality, acceptable-use, and IP terms — prior to the Company provisioning access.
3.6 Termination of access. Workbench Access terminates immediately if (a) the Referring Partner or assistant materially breaches this MOU or any successor agreement (including any prohibition in §3.4), (b) the Referring Partner's or assistant's conduct creates legal or reputational risk for the Company, or (c) the Referring Partner's involvement with the Prospective Client ends and the Company ceases to receive Net Revenue from the Prospective Client. Termination under (c) does not retroactively cancel Commission earned on already-collected Net Revenue.
4.1 Trigger. Upon the Prospective Client (or any entity defined within "Prospective Client" per §2.2) executing a Master Services Agreement, Statement of Work, or equivalent commercial agreement with the Company ("Client Sign"), the parties shall promptly negotiate and execute a longer-form Sales Representative Agreement ("SRA") consistent with the Company's standard form of agreement for sales representatives.
4.2 Continuity. The SRA shall preserve at minimum the 15% durable commission rate and Workbench Access scope of this MOU. The SRA may extend the Referring Partner's role beyond the Prospective Client to additional accounts the Referring Partner brings; commission rates and bonus structures for additional accounts shall be agreed in the SRA.
4.3 Bridge period. Until the SRA is executed, the terms of this MOU govern. If no SRA is executed within ninety (90) days of Client Sign due to ordinary scheduling or good-faith negotiation, this MOU continues in force on its current terms.
4.4 Stalling protection. If no SRA is executed within one hundred eighty (180) days of Client Sign due to the Referring Partner's unreasonable refusal to negotiate in good faith, the Company may, at its option, (a) cap the Referring Partner's Commission at the then-current Net Revenue run-rate and (b) decline to extend Commission to net-new scope expansions of the Prospective Client engagement. The Referring Partner's previously-accrued perpetuity rights are not impaired by this clause.
5.1 Each party shall hold the other party's confidential business information (including client lists, pricing, scopes of work, technical methods, system prompts, agent designs, and any non-public Workbench output) in strict confidence and shall not disclose it to third parties without the other party's written consent, except as required by law.
5.2 Confidentiality obligations survive termination of this MOU for a period of five (5) years; obligations regarding trade secrets (including the Company's agent designs, system prompts, and proprietary methods) survive in perpetuity for so long as the information retains trade-secret status.
6.1 Non-circumvention re: Prospective Client. The Referring Partner shall not, directly or indirectly, solicit, refer, or facilitate the Prospective Client to engage AI automation or consulting services from any party other than the Company during the term of this MOU and for twenty-four (24) months following any termination — provided the Company continues to pay Commission as it accrues under §2.
6.2 Non-solicitation of personnel. The Company shall not solicit the Referring Partner's assistant Morgan, or any future Referring-Partner-employed individuals known to the Company to work for the Referring Partner, for employment with the Company during the term of this MOU and for twelve (12) months thereafter.
6.3 Additional client introductions. Additional client introductions by the Referring Partner to the Company outside the scope of this MOU shall be governed by a separate written agreement. No commission accrues on such introductions absent such written agreement.
7.1 Term. This MOU is effective on the Effective Date and continues until superseded by an SRA or terminated under this Section 7.
7.2 Termination for cause. Either party may terminate this MOU upon thirty (30) days' written notice of material breach not cured within that period.
7.3 Termination for convenience. Either party may terminate this MOU upon sixty (60) days' written notice. Commission obligations under §2 survive termination of this MOU with respect to Net Revenue collected from the Prospective Client. Non-circumvention obligations under §6.1 likewise survive per their stated terms.
8.1 This MOU is governed by the laws of the State of Wisconsin.
8.2 Disputes shall first be addressed through good-faith negotiation between the parties' principals. Unresolved disputes shall proceed to mediation before any litigation.
8.3 Exclusive venue. Any litigation arising under or related to this MOU shall be brought exclusively in the state or federal courts located in Milwaukee County, Wisconsin.
9.1 This MOU is the parties' entire understanding regarding the referral of the Prospective Client and supersedes any prior verbal or written representations.
9.2 Amendments require written agreement signed by both parties.
OBB Holdings LLC
By: _____ Name: Luke Olson Title: [Manager OR Member — confirm per OBB Holdings LLC Operating Agreement] Date: _____
Daniel Weber
Daniel Weber, individually
Address: 4914 State Rd. 60, Slinger, WI 53086 Email: dweber@shorewest.com Date: _______