Exhibit 10.115
Form of Proxy Solicitor Agreement
February 16, 1999
Correctional Services Corp.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, Xxxxxxx 00000
Attn.: Xx. Xxx Xxxxxx
Chief Financial Officer
Re: Retainer Agreement
Dear Xxx:
In accordance with the terms of this Agreement, The Client indicated below ("The
Client") hereby retains Corporate Investor Communications, Inc. ("CIC") to
perform the following services ("Services"):
In connection with the 1999 Special Meeting of Shareholders, CIC will
develop an effective communications strategy, perform the broker search,
distribute proxy materials and solicit voted proxies from all banks,
brokers, nominees and intermediaries in accordance with applicable
governmental regulations.
1. Fee. In consideration of the Services to be provided, The Client shall
pay a Retainer Fee of Two Thousand Dollars ($2,000) ("Retainer Fee")
which shall be payable by The Client simultaneously with execution of
this Agreement. This Retainer Fee shall be credited against the
following fee to be charged to The Client for the Services hereunder:
The fee for Proxy Solicitation is $4,000, based on the following
proposal: Merger with Youth Services International and the distribution
of proxy material. Our fees for contacting non-objecting beneficial
owners ("NOBOs") and registered holders, if requested, will include a
unit fee of $4.00 per holder contacted, a $300 set-up fee and out-of-
pocket expenses related to telephone number lookups. CIC reserves the
right to adjust its fee for reasons including a change to the proposals,
vote requirement, significant increase in beneficial owners or contested
solicitation. The Client will reimburse CIC for all reasonable
disbursements which may include printing search cards, postage, outbound
freight and courier charges, filing and research reports, bank listings,
data transmissions and other expenses approved by The Client.
February 16, 1999
Correctional Services Corp.
Xx. Xxx Xxxxxx
Retainer Agreement (page 2)
2. Term/Termination. This Agreement shall commence on the date indicated
below and shall continue until CIC has completed the Services required
of it hereunder. CIC may terminate this Agreement in the event of
default by The Client. Default is defined to include: The Client's
failure to pay any amount within thirty (30) days after invoice for said
amount is delivered to The Client; if The Client defaults in the
performance of any representation, warranty or obligation of The Client
set forth herein and such default continues, uncured, for a period of
twenty (20) days after delivery of written notice of such default by CIC
to The Client.
3. Additional Terms and Conditions. This Agreement is subject to the
General Terms and Conditions set forth on the reverse side hereof.
Corporate Investor Correctional Services Corp.
Communications, Inc.
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[CLIENT]
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Authorized Signature Authorized Signature
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Xxxxxxxx Xxxxxxx Name
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Vice President, Corporate Services Group Title
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February 16, 1999 Date
GENERAL TERMS AND CONDITIONS
Representations and Warranties. CIC hereby represents and warrants that this
Agreement is valid and binding upon CIC. The Client hereby represents and
warrants that this Agreement is valid and binding upon The Client, that the
execution hereof and the performance by The Client of its obligations hereunder
will not cause or otherwise result in a default by The Client of any contract,
agreement, commitment or obligations to which The Client is a party or by which
it is otherwise bound. The foregoing representations are in lieu of all other
representations and/or warranties express or implied. CIC's liability for
damages, regardless of the form of action, will not exceed the actual fees paid
by The Client for the Services hereunder during the twelve (12) months
immediately preceding the date on which such damages were incurred. No action
arising out of this Agreement may be brought by either party more than one year
after such cause of action has accrued.
Confidential Information.
(a) All Confidential Information shall be and shall remain the sole and
exclusive property of CIC. The Client agrees to hold the Confidential
Information in the strictest confidence and to employ all reasonable measures to
prevent the unauthorized use thereof which shall not be less than those measures
employed by The Client in protecting its own trade secrets and Confidential
Information. Such measures shall include procedures for controlling the
dissemination of such Confidential Information only to authorized agents and
employees of The Client who need to know the Confidential Information and who
shall be informed by The Client of its confidential nature and who shall agree,
in advance, to treat the Confidential Information in strict confidence, in
accordance with these requirements, and The Client shall be liable for any
breach by such employees or agents of the terms hereof.
(b) For the purpose of this Agreement, the term "Confidential Information"
shall mean all information, materials, documents, data or advice in whatever
form and however complied by or on behalf of CIC concerning The Client, its
parent subsidiaries or affiliates including, without limitation, market
surveillance information, shareholder profile information, investor targeting
information and vote projection information, and any and all documents or
materials developed by CIC from information provided by The Client.
(c) The term "Confidential Information" shall not include information that (i)
is generally known by or available to the public or which becomes known or
available by means other than a breach by The Client; (ii) is legally known to
The Client at the time The Client receives such information from CIC; and (iii)
is legally disclosed to The Client by an independent third party without
restriction on disclosure.
(d) Immediately upon termination of this Agreement, The Client shall return
or, alternatively, destroy any and all documents, materials and information in
any form and all copies thereof consisting of or relating to the Confidential
Information and shall confirm, in writing, to CIC that all of the foregoing has
been destroyed. This obligation shall survive termination of this Agreement.
Indemnification. The Client hereby agrees to hold harmless and indemnify CIC and
its officers, directors and employees against any and all losses, claims, causes
of action, damages, liabilities, costs and expenses, including reasonable
attorneys fees ("Indemnified Loss") incurred by any or all of the foregoing
parties arising from or relating, directly or indirectly, to: (i) a breach by
The Client of the terms of this Agreement, or (ii) the Services provided by CIC
to The Client under this Agreement, except to the extent that any such
Indemnified Loss is the result of the gross negligence or willful misconduct of
any CIC officer or employee. Without in any way limiting the foregoing, The
Client hereby agrees to pay any and all costs and expenses including, but not
limited to: attorneys' fees for court appearance necessary or appropriate for
CIC to enforce, interpret or defend this Agreement, defend or respond to any
proceeding investigation or governmental inquiry or action at law or in equity
arising out of, relating to, or in connection with the Services provided by CIC
to The Client under this Agreement; or respond to any subpoena of CIC's records
as they relate to The Client and/or the Services provided by CIC hereunder.
Reimbursement will be made to the indemnified persons at the time as such loss,
cost or expense is incurred. CIC hereby agrees to notify The Client of any claim
or cause of action against CIC arising out, relating to, or in connection with
the Services provided by CIC under this Agreement. The obligations set forth in
this paragraph shall survive termination of this Agreement.
Late Payment. All invoices shall be due and paid by The Client within thirty
(30) days after the date of invoice. Any payments which are not received by CIC
within that time will incur interest at the rate of one and one-half percent (1
1/2%) per month or at the legally permissible interest rate, whichever is lower.
Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter contained herein and may not be
modified except in writing signed by both parties. This Agreement shall be
binding upon the parties and their respective successors and permitted assigns.
This Agreement may not be assigned by The Client without the express written
consent of CIC.
Severability. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provision hereof, all of which shall
remain enforceable in accordance with their terms.
Notices. Any notice or other communication to be given by either party hereto to
the other party hereto shall be in writing and mailed by certified mail with
return receipt requested to the party to be notified at its address set forth at
the beginning of this Agreement (or at such different address as the party to
receive the notice so designates by advance written notice to the other party).
Governing Law and Venue. This Agreement shall be governed and interpreted by the
laws of the State of New Jersey and the parties expressly agree that any dispute
arising out of or relating to this Agreement or its performance shall be in
resolved in the Supreme Court, Bergen County, New Jersey and each party consents
to the in personam jurisdiction of such court for the purpose of resolving any
such dispute. This paragraph shall survive termination of this Agreement.
