Exhibit 10(zz)
Retainer Agreement
This will certify that SIGA Technologies, Inc. ("SIGA") has agreed to engage
Saggi Capital Corp. ("Saggi") as its investor relations liaison for a program of
financial communications and investor relations. This is a personal services
Agreement and cannot be assigned or delegated, by either party, without the
prior written consent of the party to be charged with such assignment or
delegation, and any unauthorized assignments shall be null and void without
effect and shall immediately terminate this Agreement.
The fee for the 24 month period of the agreement, commencing on November 1, 2002
will be $10,000 per month, plus all direct and indirect expenses relating to
this Agreement and/or the services to be provided.
Saggi shall act as investor relations counsel to SIGA and will perform the
services enumerated below:
o Analysis of SIGA's business and industry, following which a
comprehensive fact sheet that summarizes SIGA's corporate and
financial profile will be created, for distribution to investment
professionals and the press.
o Develop a complete financial public relations program designed to
broaden recognition of SIGA in the financial community in the U.S.
and abroad.
o Counsel SIGA in its overall relationship with the financial
community through consultation with its management
o Preparation, together with SIGA management, of presentation material
for meetings with the investment community.
o Meet with the financial community on behalf of SIGA, surveying key
analysts, brokers and institutional investors throughout the
country.
o Arrange meetings between management and members of the financial
community, including individual meetings, informal group meetings
and formal presentations.
o Review SIGA's transfer sheets to identify holdings and identify
regional and institutional strengths.
o Establish a mailing list for SIGA, maintain and update the list.
Payment
Invoices will include all out of pocket expenses incurred by Saggi on behalf of
SIGA for that month, plus the monthly fee payable. All invoices are to be paid
within 15 days of receipt.
Term
This agreement shall commence on November 1, 2002 and shall continue for a
period of 24 months.
Out of Pocket Expenses
SIGA and Saggi will place a cap on expenses each month to a figure mutually
agreed on which amount will be based upon Saggi's experience and SIGA's needs.
SIGA shall reimburse Saggi as to any and all expenses incurred and expenditures
made on behalf of SIGA. These expenses include, but are not limited to, the
following:
Telephone, photocopying, postage for releases and postage for and postage for
inquiries, messenger service, clipping service, maintaining mailing lists,
information retrieval service, monitoring advisory service, all production costs
for printing releases including the paper, envelopes, folding, insertion, and
delivery to the post office, all travel and entertainment expenses, and all
meeting expenses including rental of audio/visual equipment. No individual
expenses over five hundred dollars ($500.00) will be expended without first
notifying the client.
APPROVAL
SIGA shall have the right to approve all stockholder communications, press
releases and other materials prepared on its behalf.
TERMINATION EXPENSES
All unpaid bills must be paid in full at the time of termination. Termination of
this Agreement shall not relieve the Client to pay all amounts accrued prior to
such termination and shall not limit Saggi from pursuing other remedies which
may be available to it.
LEGAL RECOURSE
Any dispute(s) or claim(s) with respect to this Agreement or the performance of
any obligations there under, shall be settled by arbitration and commenced and
adjudicated under the rules then obtaining of the American Arbitration
Association. The arbitration shall be conducted before a panel of three (3)
arbitrators, one selected by each of the parties and the third selected by the
other two. The arbitrators in any arbitration proceeding to enforce this
Agreement shall allocate the reasonable attorney's fees, among one or both
parties in such proportion as the arbitrators shall determine represents each
parties liability hereunder. The decision of the arbitrator shall be final and
binding and may be entered into any court having proper jurisdiction to obtain a
judgement for the prevailing party. In any proceeding to enforce an arbitration
award, the prevailing party in such proceeding shall have the right to collect
from the non-prevailing party, it's reasonable fees and expenses incurred in
enforcing the arbitration award (including, without limitation, reasonable
attorney's fee).
CONFIDENTIALITY
1. Saggi shall keep in strictest confidence, all privileged information
relating to this Agreement which may be acquired in connection with
or as a result of this Agreement. During the existence of this
project, and for a period of three (3) years thereafter, Saggi shall
not communicate, divulge, disclose, disseminate or use any of such
privileged information which has been designated SIGA as proprietary
property, without prior written consent of SIGA.
Before any of Saggi's officers, directors, consultants and employees
who are allowed access to any information which is confidential
under the terms and provisions thereof, shall be permitted to view
such information, Saggi shall require such officers, directors,
consultants and employees to sign non-disclosure agreements which
embody the provisions of this paragraph.
2. Proprietary information does not include information in the public
domain through no breach of this Agreement by the other party, or
which the revealing party has obtained through a third party through
no breach of this Agreement.
3. Saggi shall keep any confidential information it receives from SIGA
in confidence in accordance with the terms of this agreement.
4. Saggi shall only use Confidential Information for the purposes of
performing its obligations under this Agreement.
5. Saggi shall use reasonable care to prevent use of disclosure of the
Confidential Information, and no less stringent degree of care to
avoid disclosure or use of such Confidential that it employs with
respect to its own Confidential Information which it does not wish
to be disseminated, published or disclosed.
6. Confidential information shall not include any information which
(a) is already known to Saggi at the time of disclosure
through lawful channels of communication; or
(b) is or became publicly known through no wrongful act of
Saggi, or
(c) is rightfully received from a third party without
similar restrictions and without breach of this
Agreement; or
(d) is approved for release by written authorization from
SIGA.
7. In the event that Saggi becomes legally compelled, for any reason
whatsoever, to disclose any of the Confidential Information, Saggi
shall provide SIGA with prompt prior written notice at any such
requirement Saggi agrees to furnish only that portion of
Confidential Information which it is required to.
8. To the extent SIGA discloses Confidential Information to Saggi, SIGA
agrees to reduce the oral Confidential Information to writing and
deliver same to Saggi within fifteen (15) days of such oral
disclosure, referencing the place and date of oral disclosure was
made, and including therein a detailed description of the
Confidential Information actually disclosed.
9. All copies of Confidential Information delivered by SIGA to Saggi
pursuant to this Agreement whether imprinted, magnetic, optical or
other tangible or mechanically reproducible form, shall remain the
property of SIGA, and all such Confidential Information together
with any copies thereof, shall be promptly returned to SIGA upon
written request, or destroyed at SIGA's option following the
termination or expiration of this Agreement.
All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party (including, without limitation,
service by nationally recognized overnight courier service) to whom notice is to
be given, or on the third day after mailing to the party to whom notice is to be
given, by certified mail, return receipt requested, postage prepaid, at the
address set forth below, or on the date of service if delivered by facsimile to
that facsimile number set forth below which facsimile is confirmed within three
(3) days by deposit of a copy of such notice in certified mail, return receipt
requested, postage prepaid at the address set forth below. Any party may change
its address for the purposes of this paragraph by giving the other parties
written notice of the new address in the manner set forth above.
To SIGA: SIGA Technologies, Inc.
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
Chief Financial Officer
Telephone: 000-000-0000
To Saggi: Saggi Capital Corp.
0 Xxxxxxxx Xxxx Xxxx Xxx.
Xxxx Xxxxxx, XX 00000
(000) 000-0000
SAGGI CAPITAL CORP.
/s/ Xxxxxx Will
---------------------------
By:
11/1/2002
Date
SIGA TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
Xxxxxx X. Xxxxxxxx
Chief Financial Officer
11/1/2002
Date:
