EXHIBIT 10.1
COMPENSATION AGREEMENT
THIS COMPENSATION AGREEMENT (this "Agreement") is made as of this 18th
day of March, 1998, by and between Visual Data Corporation, a Florida
corporation (the "Company"), with its principal place of business at 0000 XX 00
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000 and Xxxxxxx Xxxx (the "Consultant"), an
individual who resides at 00 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0.
R E C I T A L S:
WHEREAS, on January 7, 1998 the Company orally retained the Consultant
to assist the Company in facilitating the purchase of interests in certain
software products from Digital Criteria Technologies ("Digital") including
Career Select and Real Estate Select, as well as to assist the Company in
negotiating the terms of and securing a marketing agreement with Digital related
to certain software products, including Voice Select which would be incorporated
into the Company's TalentView library (collectively, the "Agreements").
WHEREAS, the scope of the services to be rendered by the Consultant
were to include advising the Company regarding the business structure of the
proposed marketing agreement with Digital, negotiating with Digital on behalf of
the Company regarding the terms of the proposed marketing agreement, as well as
the terms of the purchase of the interests by the Company in the Career Select
and Real Estate Select software products, and such other services as the Company
could reasonably request the Consultant to render directly related to the
Agreements.
WHEREAS, the Company agreed to compensate the Consultant for his
services upon completion in an amount equal to $41,250 (the "Fee"), which such
Fee was to be paid to the Consultant through the issuance of 15,000 shares of
the Company's common stock, based upon a per share valuation of $2.75 per share
equal to the closing price of the Company's common stock on March 18, 1998 as
reported on The Nasdaq SmallCap(TM) Market.
WHEREAS, the services of the Consultant were integral in the Company's
successful conclusion of the Agreements.
WHEREAS, the Agreements have been concluded to the full satisfaction of
the Company wherein in March 1998 the Company executed the Marketing Agreement
with Digital and in April 1998 the Company concluded its purchase of interests
in the Career Select and Real Estate Select software products.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
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1. Compensation. As full and complete payment of the Fee and as
compensation for the performance of services hereunder, including any
out-of-pocket expenses incurred by the Consultant in the performance thereof,
the Company shall issue the Consultant 15,000 shares of the Company's common
stock. As soon as practicable, the Company agrees to file a registration
statement on Form S-8 with the Securities and Exchange Commission to register
for public re-sale the stock being issued hereunder. In this regard, the
Consultant represents and warrants to the Company that the services rendered by
him were not in connection with the offer or sale of securities in a capital
raising transaction and such services do not directly or indirectly promote or
maintain a market for the Company's securities, such services having been
specifically limited to those set forth in this Agreement.
2. Confidentiality. The Consultant confirms his agreement that all
non-public information pertaining to the prior, current or contemplated business
of the Company which the Consultant has been made privy to in regards to his
services to the Company constitute valuable and confidential assets of the
Company. Such information includes, without limitation, information relating to
customer lists, bidding procedures, intellectual property, patents, trademarks
and trade secrets of the Company. Consultant represents and warrants that he
has, during the rendering of the herein described services to the Company, and
shall in the future continue to hold all such information in trust and
confidence for the Company and has not and shall not use or disclose any such
information for other than the Company's business. Consultant agrees that he
shall be liable for damages incurred by the Company as a result of the use or
disclosure of such information by Consultant for any purpose other than the
Company's business, except (i) where such information is publicly available or
later becomes publicly available other than through a breach of this Agreement,
or (ii) where such information is subsequently lawfully obtained by Consultant
from a third party or parties, or (iii) if such information is known to
Consultant prior to the execution of this Agreement, or (iv) as may be required
by law.
3. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
4. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
5. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be
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held to be invalid, illegal or unenforceable in any respect, this Agreement
shall be reformed, construed and enforced as if such invalid, illegal or
unenforceable provision had never been contained herein.
6. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. If it becomes necessary for any party to
institute legal action to enforce the terms and conditions of this Agreement,
and such legal action results in a final judgment in favor of such party
("Prevailing Party"), then the party or parties against whom said final judgment
is obtained shall reimburse the Prevailing Party for all direct, indirect or
incidental expenses incurred, including, but not limited to, all attorney's's
fees, court costs and other expenses incurred throughout all negotiations,
trials or appeals undertaken in order to enforce the Prevailing Party's rights
hereunder. Any suit, action or proceeding with respect to this Agreement shall
be brought in the state or federal courts located in Palm Beach County in the
State of Florida. The parties hereto hereby accept the exclusive jurisdiction
and venue of those courts for the purpose of any such suit, action or
proceeding. The parties hereto hereby irrevocably waive, to the fullest extent
permitted by law, any objection that any of them may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or any judgment entered by any court in respect thereof
brought in Palm Beach County, County Florida, and hereby further irrevocably
waive any claim that any suit, action or proceeding brought in Palm Beach
County, Florida, has been brought in an inconvenient forum.
7. Binding Nature, No Third Party Beneficiary. The terms and provisions
of this Agreement shall be binding upon and inure to the benefit of the parties,
and their respective successors and assigns, and is made solely and specifically
for their benefit. No other person shall have any rights, interest or claims
hereunder or be entitled to any benefits under or on account of this Agreement
as a third-party beneficiary or otherwise.
8. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
VISUAL DATA CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
CONSULTANT:
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
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