CONSULTING AGREEMENT
This Agreement is made effective as of May 20, 1999, by and between Xxxx
Xxxxxxxxxx of Pipeline Data, Inc., 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxx, XX 00000, and Xxxxxxxx Xxxxx, Xxxxxxxxxxx.xxx, 000 Xxxxxx Xxxx Xxxxx,
Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000-0000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Pipeline Data, Inc.," and the party who will be providing the
services shall be referred to as "Xxxxxxxxxxx.xxx."
Xxxxxxxxxxx.xxx has a background in developing online systems for electronic
trading/commerce, searchable membership databases, web-based conferencing
systems, and other dynamic Internet-based systems needed by our clients. To add
functionality to your web site beyond standard static HTML, Xxxxxxxxxxx.xxx
offers services to create dynamic, scripted portions of web sites both directly
to clients and as a technical subcontractor to traditional web developers and is
willing to provide services to Pipeline Data, Inc. based on this background.
Pipeline Data, Inc. desires to have services provided by Xxxxxxxxxxx.xxx.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on May 28, 1999, Xxxxxxxxxxx.xxx
will provide the following services, (collectively the "Services"): 1. Assist in
the negotiation process of securing CO-branding data for the Pipeline Data web
site. 2. Development of home page template consistent with current Pipeline
Data, Inc. corporate image.
2. PAYMENT. Pipeline Data, Inc. will pay a fee to Xxxxxxxxxxx.xxx of
$12,000.00 for the Services. Upon termination of this Agreement, payments under
this paragraph shall cease; provided, however, that Xxxxxxxxxxx.xxx shall be
entitled to payments for periods or partial periods that occurred prior to the
date of termination and for which Xxxxxxxxxxx.xxx has not yet been paid. Payment
is 1/2 before starting project and the balance due upon completion of outlined
objectives.
3. NEW PROJECT APPROVAL. Xxxxxxxxxxx.xxx and Pipeline Data, Inc.
recognize that Xxxxxxxxxxx.xxx's Services will include working on various
projects for Pipeline Data, Inc. Xxxxxxxxxxx.xxx shall obtain the approval of
Pipeline Data, Inc. prior to the commencement of a new project.
4. TERM/TERMINATION. This Agreement may be terminated by either party
upon 15 days written notice to the other party.
5. RELATIONSHIP OF PARTIES. It is understood by the parties that
Xxxxxxxxxxx.xxx is an independent contractor with respect to Pipeline Data,
Inc., and not an employee of Pipeline Data, Inc. Pipeline Data, Inc. will not
provide fringe benefits, including health insurance benefits, paid vacation, or
any other employee benefit, for the benefit of Xxxxxxxxxxx.xxx.
6. INJURIES. Xxxxxxxxxxx.xxx acknowledges Xxxxxxxxxxx.xxx's obligation
to obtain appropriate insurance coverage for the benefit of Xxxxxxxxxxx.xxx (and
Xxxxxxxxxxx.xxx's employees, if any). Xxxxxxxxxxx.xxx waives any rights to
recovery from Pipeline Data, Inc. for any injuries that Xxxxxxxxxxx.xxx (and/or
Xxxxxxxxxxx.xxx's employees) may sustain while performing services under this
Agreement and that are a result of the negligence of Xxxxxxxxxxx.xxx or
Xxxxxxxxxxx.xxx's employees.
7. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
Company:
Xxxx Xxxxxxxxxx
President
Pipeline Data, Inc.
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 00
Xxxxxxxxx, Xxx Xxxx 00000
Consultant:
Xxxxxxxx Xxxxx
Technology Officer
Xxxxxxxxxxx.xxx
000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000-0000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
9. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Texas.
Xxxx Xxxxxxxxxx
By: /s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx
President
Xxxxxxxx Xxxxx
By: /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
Technology Officer
