THE INVESTOR RELATIONS GROUP INC. LETTER OF AGREEMENT Date: September 27, 2005
THE
INVESTOR RELATIONS GROUP INC.
LETTER
OF AGREEMENT
Date:
September 27, 2005
Section
1. Services
to be Rendered. The
purpose of this letter is to set forth the terms and conditions on which The
Investor Relations Group, Inc. (IRG) agrees to provide Advaxis Inc. (the
“Company”) investor relations and public relations services. These services may
include, but are not limited to: overall management of the corporate
communications program; designing a corporate fact sheet that can readily be
mass produced for distribution to brokers, analysts, and other industry
personnel; securing one-on-one and group appointments with industry
professionals for presentations by, for, and about Company management; targeted
mailings; assistance with compiling promotional materials; writing and editing
news releases and other corporate materials; advice on packaging the Company
story; writing pitch letters to and solicitation of the appropriate media and
press; syndicated stories; and, daily update reports.
Section
2. Fees.
The
Company shall pay to IRG for its services hereunder including investor relations
and public relations services a maintenance fee of $ 10,000. per month for
a
renewable term of 12 months beginning October 1, 2005. Additionally, for this
Agreement, the Company agrees to deliver to IRG 200,000 restricted shares.
issued in the name of The Investor Relations Group, Inc. The shares shall vest
over an 18 month period as follows:
33,333
on
January 1, 2005
33,333
on
April 1, 2006
33,333
on
July 1, 2006
33,333
on
October 1, 2006
33,333
on
January 1, 2006
and
33,335 on April 1, 2007.
If
either
party terminates this Agreement prior to the complete vesting of all shares,
only those shares that have been earned on a pro-rated basis shall be issued.
Fees
are
payable on or before the 1st day after the beginning of each month which occurs
during the Engagement Period. Unless other arrangements have been made and
agreed upon in writing, lack of payment for services rendered by the
12th
of the
month will be considered default of this agreement, and IRG shall be entitled
to
cease all services on behalf of the Company until such time as payment in full
of amounts due is made. IRG’s exclusive remedy for any such default shall be an
action to recover fees accrued to IRG before ceasing services on behalf of
the
Company.
Section
3. Expenses.
In
addition to all other fees payable to IRG hereunder, the Company hereby agrees
to reimburse IRG for all reasonable out-of-pocket expenses incurred in
connection with the performance of services hereunder. These out-of-pocket
expenses shall include, but are not limited to: telephone, photocopying,
postage, messenger service, clipping service, maintaining mailing lists,
information retrieval service, wire services, monitoring advisory service,
all
production costs for press releases including paper, envelopes, folding,
insertion and delivery to the post office, all reasonable travel and
entertainment expenses, and all reasonable meeting expenses including rental
of
audio/visual equipment. No individual expenses over $500 will be expended
without first notifying the Company. The Company agrees to remit upon the
signing of this agreement a check for $5,000 to be placed on deposit with IRG
and credited to the Company against expenses incurred, on a permanent basis,
throughout the program. From time to time, the Company will replenish the
expense account as necessary to maintain a balance of $3,500. The balance of
said deposit is fully refundable should the program terminate. A running invoice
will be maintained of all expenses incurred and will be submitted to the Company
each month.
Section
4. Indemnification.
The
Company and IRG agree to defend, indemnify and hold each other, their
affiliates, stockholders, directors officers, agents, employees, successors
and
assigns (each an "Indemnified Person") harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgements,
suits, costs, expenses and disbursements of any kind whatsoever (including,
without limitation, reasonable attorneys' fees) arising solely from the
Company's or IRG's breach of their obligations, warranties and representations
under this Agreement. It is recognized and agreed by IRG and the Company that
neither party shall have any liability hereunder to any Indemnified Person
arising from the other party's intentional negligence or willful misconduct.
It
is further agreed that the foregoing indemnity shall be in addition to any
rights that either party may have at common law or otherwise, including, but
not
limited to, any right to contribution.
Section
5. Term
of Agreement and Guarantee of Satisfaction.
(a) The
engagement of IRG under the provisions of this agreement shall continue until
notice of termination is received. (b) The Company may terminate IRGs engagement
hereunder, with or without cause, immediately at any time during this agreement.
Any fees accrued to IRG prior to cancellation will be payable immediately.
(c)
IRG may terminate its engagement hereunder, with or without cause, at any time
during this agreement. The obligations of the Company under Sections 4 and
6
shall survive termination or breach of this agreement, with or without cause,
by
either party.
Section
6. Solicitation
of Employees.
For a
period commencing two years after the termination of this Agreement, the Company
shall not, directly or indirectly: (i) influence or attempt to influence any
employee of IRG to leave its employ; (ii) agree to aid any competitor or
customer of IRG in any attempt to hire any person who was employed by IRG within
the two year period preceding termination of this Agreement; or (iii) solicit
or
induce any person who was employed by IRG within the two year period preceding
the termination of this Agreement to become employed by the Company. The Company
acknowledges that the restrictions in this section are reasonable and necessary
for the protection of IRG’s business.
Section
7. Severability.
In case
any provision of this letter agreement shall be invalid, illegal, or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not be affected or impaired thereby.
Section
8. Consent
to Jurisdiction.
This
Agreement shall be governed and construed in accordance with the laws of the
State of New York, and the parties hereby consent to the exclusive jurisdiction
of the State and Federal Courts, located within the City, County and State
of
New York to resolve any disputes arising under this Agreement.
Section
9. Other
Services.
If the
Company desires additional services not included in this agreement, any such
additional services shall be covered by a separate agreement between the parties
hereto.
Please
evidence your acceptance of the provisions of this letter by signing the copy
of
this letter enclosed herewith and returning it to The Investor Relations Group
Inc., 00 Xxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, XX 00000, Attention: Xxxx Xxxxxxx, Ph.D., Chairman &
CEO.
| Very truly yours, | ||
| |
|
|
|
Xxxx Xxxxxxx |
||
| Founder & Chairman | ||
| The Investor Relations Group, Inc. | ||
| ACCEPTED AND AGREED | ||
| AS OF THE DATE FIRST ABOVE WRITTEN: | ||
_________________________________________
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