Exhibit 10(aaa)
Retainer Agreement
This will certify that SIGA Technologies, Inc. ("SIGA") has agreed to engage
Bridge Ventures, Inc. ("Bridge") as its strategic planner. 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.
Payment
In exchange for its services as Strategic Planner, SIGA shall grant Bridge
warrants to purchase 250,000 shares of its common stock, .0001 par value. The
warrants may be exercised for a period of 60 months from their date of grant and
they will have an exercise price of $2.00 per share. The warrants will have a
cashless exercise provision.
Term
This agreement shall commence on November 1, 2002 and shall continue for a
period of 60 months.
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. Bridge 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, Bridge 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 Bridge 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, Bridge 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. Bridge shall keep any confidential information it receives from SIGA
in confidence in accordance with the terms of this agreement.
4. Bridge shall only use Confidential Information for the purposes of
performing its obligations under this Agreement.
5. Bridge 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 Bridge at the time of disclosure
through lawful channels of communication; or
(b) is or became publicly known through no wrongful act of
Bridge, 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 Bridge becomes legally compelled, for any reason
whatsoever, to disclose any of the Confidential Information, Bridge
shall provide SIGA with prompt prior written notice at any such
requirement Bridge agrees to furnish only that portion of
Confidential Information which it is required to.
8. To the extent SIGA discloses Confidential Information to Bridge,
SIGA agrees to reduce the oral Confidential Information to writing
and deliver same to Bridge 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 Bridge
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.
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
To Bridge: Bridge Ventures, Inc.
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BRIDGE VENTURES, INC.
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By:
Nov. 1, 2002
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Date:
SIGA TECHNOLOGIES, INC.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
Nov. 1, 2002
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Date: