EXHIBIT 10.6
SUNRISE FINANCIAL GROUP, INC.
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000 (phone)
(000) 000-0000 (fax)
December 1, 2003
Xxxxxxx Xxxxxxxxx
Chairman and CEO
000 Xxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxxx X0X 0X0
Xxxxxx
Re: Institutional Public Relations Retainer Agreement
Gentlemen:
As we discussed, Workstream Inc. (the "Company") is interested in
retaining Sunrise Financial Group, Inc. ("Sunrise") as its consultant for
institutional financial public relations.
Service
The Services Sunrise will provide include the following: performance of
public relations and corporate communications projects as are mutually agreed
on; planning meetings with institutional investors and research analysts;
preparing and disseminating financial press releases; handling all institutional
financial inquiries about the Company; maintaining a mailing list of all those
institutions interested in Company literature; and handling financial media
relations.
Compensation
A) As compensation for Sunrise's services, Workstream Inc. will pay
to Sunrise 100,000 common shares for 1 year valued at $1.45 each
common share, which will be issued now to Sunrise.
B) As to referred business: 8% commission on referrals of any
revenues generated such as Dow, Xxxxxxx Sachs, Chase, Fidelity,
Bear Xxxxxxx, or Worknowledge. Each prospective client must have
written confirmation from Workstream as to its availability for
Sunrise compensation. This does not apply to current or acquired
Workstream customers.
Expense Reimbursement
In addition to the fees payable hereunder, the Company shall reimburse
Sunrise, upon request from time to time, for all reasonable out-of-pocket
expenses incurred by Sunrise (including but not limited to printing and graphic
design, travel postage, copying, secretarial and phone expenses) in connection
with Sunrise's services pursuant to this agreement. Individual out-of-pocket
expenses will not exceed $250.00 without the consent of the Company. The Company
will prepay $1,000 to Sunrise that Sunrise will draw against for expenses. The
Company will replenish this account monthly to the $1,000 level. Upon expiration
of this agreement, any balance in this expense account will be returned to the
Company less any fees outstanding.
Term
This agreement shall be for a term of at least one year. Thereafter,
either party may terminate this agreement at any time upon thirty (30) days'
prior written notice, without liability or continuing obligation to the other
party, except that termination shall not affect (a) the reimbursement and
indemnification provisions contained in this agreement, nor (b) the Company's
obligation for the fee called for above.
Indemnification
The Company agrees it will indemnify and hold harmless, Sunrise, its
officers, directors, employees, agents and controlling persons from and against
any and all losses, claims, damages, liabilities and expenses, joint or several
(including all reasonable fees and expenses of counsel) arising out of Sunrise's
services pursuant to this agreement. However, the Company will not be liable
under this paragraph to the extent that any loss, claim, damage, liability or
expense is found in final judgment by a court of competent jurisdiction to have
resulted from Sunrise's gross negligence or willful misconduct . The Company
agrees to notify Sunrise promptly of the assertion against it or any other
person of any claim or the commencement of any action or proceeding relating to
any claims or the commencement of any action or proceeding relating to any
matter which involved Sunrise.
Miscellaneous
The benefits of this agreement shall inure to the respective successors
and assigns of the parties, and the obligations and the obligations and
liabilities assumed in this agreement by the parties shall be binding upon their
respective successors and assigns.
The validity and interpretation of this agreement shall be governed by the
laws of the State of New York as applied to agreements made and to be fully
perfumed therein. The parties agree that neither shall commence any litigation
against the other arising out of this Agreement or its termination except by
Arbitration.
If the foregoing correctly sets forth our agreement, please sign, date and
return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us. Sunrise is looking forward to working
with you in making Workstream Inc. highly successful and prosperous.
Sincerely,
SUNRISE FINANCIAL GROUP, INC.
By: /s/ Xxxxxx X. Low
-------------------------------
Xxxxxx X. Low, President
Confirmed and Agreed to this
1st day of December, 2003
Workstream Inc.
By: /s/ Xxxxxxx Mullarkey______
Xxxxxxx Xxxxxxxxx
Chairman and CEO
