EXHIBIT 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 3rd day
of August, 1998, by and between Visual Data Corporation, a Florida corporation,
whose principal place of business is 0000 XX 00 Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx
00000 (the "Company") and Xxxx Xxxxxx, an individual who resides at 000 XX 0
Xxxxxx, Xxxx X, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (the "Consultant").
R E C I T A L S:
WHEREAS, the Company desires to retain the Consultant to provide
certain consulting services as hereinafter specifically set forth.
WHEREAS, the Consultant desires to provide certain consulting services
to the Company in accordance with the terms and conditions contained
hereinafter.
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:
1. Consulting Services. During the term of this Agreement, the
Consultant is hereby retained by the Company to provide consulting services to
the Company, as said services relate to providing the Company with advice to and
consulting with the Company's management regarding the structure, development
and marketing of the Company's Data Acquisition division. The Consultant shall
provide such consulting services as are reasonably requested by the Company
during the term of this Agreement. While the level and scope of services that
may reasonably be requested hereunder shall be dependent, in part, on the amount
of compensation to be paid to the Consultant by the Company hereunder,
Consultant shall devote at least four hours per week during the term of this
Agreement to rendering the consulting services contemplated hereunder.
Notwithstanding anything herein contained to the contrary, the Consultant shall
have no management or supervisory role, duty or authority within the Company and
shall have no authority to bind the Company in any manner, the scope of the
consulting services to be rendered by the Consultant hereunder to be limited to
those as set forth herein.
2. Term. The term of this Agreement shall be for twelve (12) months
commencing as of the date first written above and terminating on August 2, 1999.
Thereafter, this Agreement may be renewed for subsequent twelve-month terms upon
the mutual agreement of the parties.
3. Compensation. As full and complete consideration for the performance
of services hereunder, the Company shall pay the Consultant a consulting fee
(the "Consulting Fee") of 20,000 shares of the Company's Common Stock which
shall be issued to the Consultant upon the execution of this Agreement. The
Consultant shall bear all expenses he incurs in rendering the services
contemplated hereunder. As soon as practicable, the Company agrees to file a
registration statement
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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 to be rendered by
hereunder are 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 being
specifically limited to those set forth in this Agreement.
4. 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
shall 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.
5. Representations and Warranties of the Company. The Company hereby
represents and warrants that this Agreement and the transactions contemplated
hereunder have been duly and validly authorized by all requisite corporate
action; that the Company has the full right, power and capacity to execute and
deliver this Agreement and perform its obligations hereunder; that the execution
and delivery of this Agreement and the performance by the Company of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or by
which it or any of its assets are bound; and that this Agreement, upon execution
and delivery of the same by the Company, will represent the valid and binding
obligation of the Company enforceable in accordance with its terms. The
representations and warranties set forth herein shall survive the termination of
this Agreement.
6. Representations and Warranties of the Consultant. The Consultant
represents and warrants hereunder that he has the full right, power and capacity
to execute and deliver this Agreement and perform its obligations hereunder;
that the execution and delivery of this Agreement and the performance by the
Consultant of his obligations pursuant to this Agreement do not constitute a
breach of or a default under any agreement or instrument to which the Consultant
is a party or by which he or any of his assets are bound; and that this
Agreement, upon execution and delivery of the same by the Consultant, will
represent the valid and binding obligation of the Consultant enforceable in
accordance with its terms. The representations and warranties set forth herein
shall survive the termination of this Agreement.
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7. Amendment or Assignment. No modification, waiver, amendment,
discharge or change of this Agreement shall be valid unless the same is
evidenced by a written instrument, executed by the party against which such
modification, waiver, amendment, discharge, or change is sought. This Agreement
is not assignable by the Consultant without the prior written consent of the
Company, which such consent may not be forthcoming.
8. 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.
9. 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.
10. 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 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.
11. 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 Broward 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
Broward County, Florida, and hereby further irrevocably waive any claim that any
suit, action or proceeding brought in Broward County, Florida, has been brought
in an inconvenient forum.
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12. 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.
13. 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
THE CONSULTANT
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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