Exhibit 10.6
INVESTOR RELATIONS AGREEMENT
Between Phoenix Resources Technologies, Inc. (hereafter "Company")
00000 Xxxxxxx Xxxxx Xxxxx
Xxxxxxx, XX 00000
Xxxxxx Xxxxxx
and Teamwork Kommunikations, GmbH (hereafter "Teamwork")
Grosse Xxxxxxxx 00
X-00000
Xxxxxxx, Xxxxxxx
Whereas, the Company desires investor relations representation in Germany, once
it has achieved listing approval for the Third Segment of the Frankfurt Stock
Exchange (Freiverkehr); and,
Whereas, Teamwork desires to enter into an Investor Relations Agreement for
disseminating investor relations (I.R.) information and creating awareness of
the Company exclusively in the European financial community. None of these
services will be performed in the US or any US territories.
NOW THEREFORE, in consideration of the foregoing and the mutual promises herein
set forth, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Once the Company has achieved listing approval on the Third Segment of the
Frankfurt Stock Exchange (Freiverkehr), Teamwork will distribute and disseminate
information provided by the Company to existing and potential shareholders in
Europe.
2. The Company will make a good faith effort to keep Teamwork informed and
advised about all public information available about the Company which
information will be the source of information will be used for dissemination and
translation to shareholders or other interested parties in Europe.
3. The Company agrees to inform Teamwork of all relevant filings made by the
Company with the Securities and Exchange Commission, NASD or other Stock
Exchanges, immediately upon filing and to provide an online link to the entire
filing to Teamwork which can then be downloaded or printed.
4. Teamwork will provide such services during the twelve-month period following
the approval of the listing which services shall include:
(a) Creating and increasing exposure to the European community through
stories and editorial articles which may be placed in newspapers,
business publications and financial media.
(b) Translating and distributing the Company's press releases to
target groups such as: communication publications, journalists
from software/Internet- technical publications (if applicable),
business press, press agencies, free editors, Web editors and
institutional and private investors.
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(c) Creating an Internet presence in Europe by disseminating the
Company's research reports, press releases and Website location to
various financial and industry-related directories including one
of Germany's most popular portals (over 800,000 registered
European subscribers).
(d) Creating a research report, in German, explaining the facts and
vision of the company. This research report will be distributed in
hard copy to over 1500 sophisticated investors. The research
report will also be posted and available to download on
xxx.xxxxxxx.xxx along with a graphic supplied by the Company's,
which will be a link to the Company's corporate Website.
(e) Handling European investor and potential investor calls and
inquiries about the company.
(f) Generating awareness and understanding of the Company among
members of the European financial community -- traders, analysts,
press editors, portfolio managers, brokers and individual
investors; the business community and the general public.
(g) Advertorials: Several "Tombstone-Ads" will be booked to create
interest in the Company in a way that investors can get a free
copy of the research report mentioned above. This will be done in
several different media and will be over a period of 16 weeks.
These ads will be run in the following 4 German media: (DER
AKTIONAR, BorseOnline, Das Wertpapier, Euro am Xxxxxxx for a total
of 4 targeted ads (approximately (1) ad every week for the first
four week of this contract).
5. The Company's personnel will be available to representatives of
Teamwork for periodic updates, upon reasonable notice.
6. Teamwork's remuneration for the above services outlined will be as
follows:
(a) Upon approval of listing on the Third Segment of the Frankfurt Stock
Exchange (Freiverkehr), $10,000 USD in cash and,
(b) $3,000 USD per month thereafter commencing on the first business day of
the month following listing approval and continuing for a total of ten
consecutive months making the total payment to Teamwork $40,000 USD.
All payments must be wired on the first business day of the month and
wired to:
Bank of New York, New York
ABA # 000000000
For Account: 8900266988
Hamburger Bank
Further credit to: TeamWork Kommunikations, GmbH
Account # 0000000
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7. Special Optional Services: All road show presentations will be at the
Company's request and billed separately at $4,500 USD per location
(Germany/Switzerland). Each presentation is usually a luncheon for up
to approximately 40 invited guests/investors. Also, related cost such
as travel and expenses are approximately $1,500 USD per presentation,
for a total cost to the Company of $6,000 per location. We highly
recommend at least two (2) road-show presentations per year.
8. Indemnification. The Company agrees to indemnify and hold Teamwork, its
attorneys and all of its officers, directors, employees, affiliates and
agents harmless from and against any and all manner of actions, causes
of action, claims, demands, costs, damages, liabilities, losses,
obligations and expenses (including actual attorneys' fees) arising or
resulting from or related to Teamwork's performance of the services
pursuant hereunder, unless they are due to breach of this agreement or
gross negligence or willful misconduct of Teamwork. Teamwork agrees to
indemnify and hold the Company, its attorneys and all of its officers,
directors, employees, affiliates and agents harmless from and against
any and all manner of actions, causes of action, claims, demands,
costs, damages, liabilities, losses, obligations and expenses
(including actual attorney's fees) arising or resulting from or related
to Teamwork's performance of the services pursuant hereunder, unless
they are due to misrepresentations or breach of this agreement by the
Company.
9. Teamwork agrees to use a disclaimer, similar to the disclaimer set
forth below, as may be required by German law in the research report,
Advertorials and other investor relations materials it disseminates.
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This material is provided for informational purposes only and is not an
offer or solicitation to sell or purchase securities and should not be
construed as investment advice. Distribution or duplication of this
material is strictly prohibited in the United States. This information
is not for distribution or release in the United States and is
restricted to distribution in Germany to German residents and citizens
only. This information is not for distribution or release to U.S.
residents or citizens.
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10. Law, Forum and Jurisdiction. This agreement shall be construed and
interpreted in accordance with the laws of the state of Minnesota. The
parties agree that any dispute arising under or with respect to or in
connection with this agreement, whether during the term of this
agreement or at any subsequent time, shall be resolved fully and
exclusively by binding arbitration or litigation proceedings taking
place in a court of competent jurisdiction in Minnesota.
11. Attorneys' Fees. In the event that any party institutes any action to
enforce this Agreement or to secure relief from any default hereunder
or breach hereof, the prevailing party shall be entitled to
reimbursement from the non-prevailing party for all costs, including
reasonable attorney's fees, incurred in connection therewith and in
enforcing or collecting any judgment rendered therein.
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12. Confidentiality. The Company and Teamwork agree that unless and until
mutually agreed upon, they and their representatives will hold in
strict confidence all data and information obtained with respect to the
other party or any subsidiary thereof from any representative, officer,
director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or
information or disclose the same to others, except:
(i) to the extent such data or information are a matter of
public knowledge or are required by law to be published; and,
(ii) to the extent that such data or information must be used
or disclosed in order to consummate the transactions
contemplated by this Agreement.
13. Entire Agreement. This agreement represents the entire agreement
between the parties hereto relating to the subject matter hereof. This
agreement alone fully and completely expresses the agreement of the
parties relating to the subject matter hereof and there are no other
courses of dealing, understandings, agreements, representations or
warranties, written or oral, except as set forth herein. This Agreement
may not be amended or modified, except by a written agreement signed by
all parties hereto. This agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of
which taken together shall be but a single instrument.
14. Teamwork acknowledges that it is solely responsible to be aware of all
laws applicable to the fulfilling of this Agreement and to abide by
those laws.
Wherefore, the parties have executed this Agreement this 21st day of April,
2000.
TeamWork Kommunikations, GmbH Phoenix Resources Technologies, Inc.
By: /s/Xxxx Xxxxxxxx By:/s/ Xxx Xxxxx
---------------------- -------------------
Xxxx Xxxxxxxx Xxx Xxxxx
Its: Managing Director Its: President
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