CONSULTING AGREEMENT
AGREEMENT, dated as of March 15, 1999 by and among PIPELINE DATA, INC.,
a Delaware corporation, (the "Company"), and UNIFUND AMERICA, INC. ("America")
and UNIFUND FINANCIAL GROUP, INC. ("Group") (together America and Group may be
referred herein as the "Consultant").
W I T N E S S E T H
WHEREAS, the Company is developing a website to provide healthcare
consumers with information on a broad range of medical conditions.
WHEREAS, the Company wishes to avail itself of the advice and services
of Consultant and Consultant wishes to be engaged by the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements set forth herein, the parties agree as follows:
1. Engagement and Term. Subject to the terms and conditions of this Agreement,
the Company agrees to engage Consultant, and Consultant agrees to serve the
Company, as its consultant, for a period of one year from the date hereof.
Consultant's duties under this Agreement shall include:
1.1 the service by R. Xxxxx Xxxxxx on the Company's board of directors;
1.2 the referral of outside directors with management and business
expertise to serve on the Company's board of directors;
1.3 the provision of strategic advice in the areas of corporate planning,
financial planning, management, technology and marketing;
1.4 the assembly of a team of professionals to provide the Company with
legal and accounting services; and
1.5 The referral of additional personnel as needed in the areas of
technology, web design and management consulting.
2. Consultant's performance. All work done by the Consultant shall be of the
highest professional standard and shall be performed to the Company's
reasonable satisfaction.
3. Compensation. The Company shall pay to Group a fee payable in the form of
623,750 shares of common stock of the Company.
4. Indemnification. The Company agrees to indemnify and hold harmless
Consultant from and against claims, demands, losses, liability, damages or
expenses arising in any way from the advice rendered by Consultant to
Company so long as such advice was not rendered in a grossly negligent
manner or was a result of willful misconduct or unlawful acts.
5. No authority to bind Company. Consultant has no authority to enter into
contracts or agreements on behalf of the Company. This Agreement does not
create a partnership or joint venture between the parties.
6. Assignment. This Agreement shall not be assigned by the Consultant without
the Company's prior written permission which such permission can be
withheld for any reason or for no reason.
7. Waiver; Extensions. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed, as a waiver of any
subsequent breach. No extension of time for
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performance of any obligations or acts shall be deemed an extension of the
time for performance of any obligations or acts.
8. Non-waiver of Rights. No failure or delay of either party in the exercise
of any right given to such party hereunder shall constitute a waiver
thereof, nor shall any single or partial exercise of any right preclude
other or future exercises thereof or of any other right.
9. Modification. No change, modification or waiver of any term of this
Agreement shall be valid unless it is in writing and signed by both the
Company and the Consultant.
10. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements or understandings between
the Company and the Consultant.
11. Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance with, the laws of New York State applicable to
agreements made and to be performed wholly within such state without regard
to its conflicts of law principles.
12. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which taken together shall
constitute but on and the same instrument.
13. Pronouns. All pronouns and any variations thereof shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity
of the parties or the context and facts may require.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed on the day and year first written above.
UNIFUND FINANCIAL GROUP, INC.
/s/ R. Xxxxx Xxxxxx
-------------------
By: R. Xxxxx Xxxxxx
Its: President
UNIFUND AMERICA, INC.
/s/ R. Xxxxx Xxxxxx
-------------------
By: R. Xxxxx Xxxxxx
Its: President
PIPELINE DATA, INC.
/s/ Xxxx Xxxxxxxxxx
-------------------
By: Xxxx Xxxxxxxxxx
Its: Chief Executive Officer
