Exhibit 10.6
IP PROMOTIONS, INC.
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Xxxxxx Xxxxxxx
Re: ENGAGEMENT LETTER - REFERRAL PARTNER AGREEMENT
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Dear Xx. Xxxxxxx.
As you are aware, our company IP Promotions, Inc. is in the business
of, among other things, providing streaming video email marketing and promotion
services for various individuals and businesses. We are very excited about your
interest in becoming an independent referral partner with us, and we would like
to engage you in that capacity. Included below are the standard terms and
conditions of the agreement ("Agreement") for your engagement as an independent
referral partner for IP Promotions, Inc. specifying your responsibilities as
well as your compensation:
1. OUR RESPONSIBILITIES. Upon execution of this Agreement, we
will provide you with training and instruction on our service
offerings, which will include, among other things, training on
the effectiveness and functionality of our video email
services, suggested sales methods and techniques, target
markets, price points, marketing and sales materials, and
other operational, marketing, and sales procedures and
techniques. We will also pay you for your participation in
accordance with the terms of this Agreement.
2. YOUR RESPONSIBILITIES. You will serve as an independent
referral partner of IP Promotions, Inc., for the marketing and
sales of video email packages. You agree to comply with all
policies and procedures of IP Promotions, Inc. as provided
from time to time.
3. INDEPENDENT CONTRACTOR. You acknowledge that you will be
engaged by IP Promotions as an independent contractor, and you
will not be an employee, agent, partner, member, officer,
joint venturer, or otherwise affiliated with IP Promotions. As
an independent contractor, you will be responsible for
determining the time, manner, and method of your efforts
hereunder, provided that such actions conform with all
applicable laws and IP Promotions policies. You also
acknowledge that for all purposes, including without
limitation the payment of all federal, state, and local income
taxes, withholding taxes, payroll taxes, workers compensation,
fringe benefits, retirement plans, and for all other purposes,
that you will be treated as an independent contractor and that
IP Promotions will not withhold any federal, payroll, state or
local taxes from the compensation paid to you. Because you are
an independent contractor and not an employee of IP
Promotions, Inc., you bear sole responsibility for arranging
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for the payment of all federal, state and local income taxes
and social security taxes due on any compensation paid to you
under this Agreement. Any references to the term "partner" or
"referral partner" made in this Agreement are intended merely
to express the spirit of cooperation that exists between the
parties, but in no way is intended, nor does it create any
express or implied employee, agent, partner, member, officer,
joint venturer, or other relationship or capacity with IP
Promotions other than an independent contractor relationship.
4. TERM OF THIS AGREEMENT. This Agreement shall continue in full
and force and effect for a period of one year from the date of
this Agreement, unless terminated earlier by either party for
breach hereof. This Agreement may be renewed following
expiration or termination of the Agreement by mutual written
consent of the parties.
5. NON-EXCLUSIVITY. Pursuant to the terms of this Agreement, you
are granted the right to serve as a non-exclusive independent
referral partner to market and promote IP Promotions to
potential clients that you may know or have relationships with
in the realm of music, business, politics, entertainment,
non-profit organizations, and any other person or entity that
may be interested in purchasing video email packages from IP
Promotions (your "Contacts") during the term of this
Agreement. You shall be entitled to commissions as set forth
below for all sales of IP Promotions packages generated from
your Contacts during said time period, provided that you
remain in compliance with the terms and conditions of this
Agreement.
6. TRACKING AND REPORTING. In order to properly track and report
sales of IP Promotions packages associated with your Contacts
and to properly calculate sales commissions due to you, you
must provide a report to IP Promotions on a weekly basis
indicating your proposed Contacts. You acknowledge that you
are a non-exclusive referral partner with IP Promotions, and
as such there are other referral partners operating with IP
Promotions under the same or similar agreements as this
Agreement. In order to receive credit and commissions for
sales of IP Promotions packages to your Contacts, you must
provide to IP Promotions a written report stating, at a
minimum: (1) the potential client you intend to solicit; (2)
explain your relationship with that potential client; (3)
explain why you believe you have a strong opportunity to sell
that potential client an IP Promotions video email package;
and (4) indicate the time frame within which you believe you
can contact the potential client. Upon receiving such
information, IP Promotions will promptly review the
information and, if approved, register that potential client
for you. Upon approval from IP Promotions of the potential
client, IP Promotions will grant you the exclusive right for
thirty (30) days from approval by IP Promotions to negotiate
and attempt to close the sale with the potential client. The
thirty (30) day negotiation period may be extended, in the
sole discretion of IP Promotions, assuming that reasonable
progress is being made towards the completion of negotiations
with the potential client. You acknowledge that the reporting
and approval requirements listed above are necessary to avoid
overlap of client relationships between multiple referral
partners and to ensure that you will not be trying to develop
relationships with clients that already exist for IP
Promotions.
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7. COMMISSIONS. For your efforts, we shall pay you thirty percent
(30%) of the margin of all IP Promotions' video email packages
sold to your approved Contacts, provided that you remain in
compliance with the terms and conditions of this Agreement.
(Eg: If the sale price is $4000 and COGS is $1000, you would
be paid a commission of $900.) These commissions will be
released to you the day after final payment has been received
in good delivery by the customer.
8. TRAILERS. In addition to the revenue generated from the sales
of new packages, IP Promotions also generates revenue whenever
an end user views one of our videos. The amount paid to us by
the customer is determined by the length of the video and by
the number of views the video receives. You shall be paid a
trailer of 30% of the margin on the fee we charge our
customer. That margin is determined by subtracting our hosting
cost from the gross hosting fee paid by our customer. You
shall receive this trailer for as long as you are operating as
a referral partner for IP Promotions, Inc. These trailers will
be released to you within 5 days after payment has been
received in good delivery by the company. Upon termination of
this agreement by either party, you will no longer receive
these trailers.
9. BONUSES. After the final payment has been received for your
fifth sale, you shall receive a bonus of $750.
10. STOCK BONUSES. After final payment has been received for your
tenth sale, you will begin to receive grants of the IP
Promotions, Inc. common stock warrants. The first grant shall
be in the amount of fifteen thousand warrants (15000). Future
stock warrant grants will be negotiated between you and the
company in the months to come based on your productivity.
11. CONFIDENTIALITY/NONCOMPETE. During the term of this Agreement
and for a period of three (3) years thereafter or the maximum
period allowed by law, whichever is greater, the parties agree
not to disclose the Confidential Material of the other party
with any other party (except legal and/or financial counsel
retained by either who are likewise bound by confidentiality
restrictions) without the prior express written consent of the
other party, unless such disclosure is required by law.
Moreover, the parties agree to maintain and preserve the
confidentiality of any and all proprietary information of the
other party that is shared, discussed, provided, or otherwise
becomes known during the negotiations or performance of
services between the parties. The parties further agree that
Confidential Material shall be used by the receiving party
only in connection with analysis of and discussions concerning
a proposed transaction and/or services to be performed between
the parties or as otherwise directed in writing by the
disclosing party, and that the receiving party shall not use
Confidential Material in any other fashion, form, or manner
for any other purpose, including without limitation any action
which might be reasonably interpreted to be in competition
with the disclosing party. For purposes of this Agreement, the
term "Confidential Material" shall include, but is not limited
to, all information, whether written or oral, and in any form
(including without limitation engineering documents, research
and development, manuals, reports, designs, drawings, plans,
flowcharts, software (in source or object code), product
demos, program listings, data file printouts, processes,
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product information, new product plans, sales and marketing
plans and/or programs, pricing information, customer lists
and/or other customer information, financial information and
employee files or other employee information) relating to
either party's business, technology, or other matters which is
disclosed by such party either directly or indirectly to the
other party during the negotiations and/or performance of
services that are expressly labeled as "Confidential" or that
should reasonably be interpreted as confidential. Confidential
Material shall not include information received hereunder
which is: (i) now or hereafter, through no unauthorized act or
failure to act on recipients part, in the public domain; (ii)
known to the recipient without an obligation of
confidentiality at the time the recipient receives the same
from the disclosing party, as evidenced by written records;
(iii) hereafter furnished to the recipient by a third party as
a matter of right without restriction on disclosure; (iv)
furnished to others by the disclosing party without
restriction on disclosure; and (v) independently developed by
the recipient without the use of the disclosing party's
Confidential Material.
12. GOVERNING LAW. This Agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of
Georgia, without regards to its conflicts of laws principles.
This Agreement constitutes the complete agreement and
understanding between the parties and supersedes all prior
agreements and understandings between the parties with respect
to the subject matter hereof. This Agreement may be modified
only by a writing, signed by both parties, which specifically
identifies this Agreement by name and date.
Please indicate your acceptance with the terms and conditions as set forth
herein by signing below. We are excited that you are going to be working with us
as a referral partner, and we are looking forward to a very prosperous working
relationship with you.
Best regards,
/S/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
President/CEO
ACKNOWLEDGED AND AGREED TO:
Signature: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Address: 000 Xxxxxxx Xxxx X.X.
Xxxxxxx, XX 00000
Date of Signing: 4/6/05
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