Exhibit 10.2
MANAGEMENT AGREEMENT
THIS AGREEMENT is made the ___ day of ________, 1999, between
Unifund America, Inc. , a New York corporation ("Unifund") and Pipeline
Data Inc., a Delaware corporation having its office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx (the "Company").
RECITALS:
For a number of years, Unifund has been actively engaged in a number of
corporate endeavors which have included various capital market transactions and
rendering advice and counsel to companies seeking to access the capital markets.
Pipeline Data Inc. is a development stage company that intends to commence a
publicly registered offering of its securities and which will intend to use
these proceeds to develop a healthcare-oriented website designed to aid in the
creation of a valuable marketing database. Unifund is willing to serve as a
management consultant on the terms set forth in this Agreement.
AGREEMENT:
The parties, therefore, agree as follows:
1. The Company hereby retains Unifund as a managing consultant to the
Company for a period of 60 months commencing on or about the time when
Pipeline's registration statement with the SEC for the offering of its common
stock, and certain warrants to purchase such common stock is declared effective.
This is expected to occur in August or September of 1999. As managing
consultant, Unifund shall assist the Company in (i) procuring financing, (ii)
evaluating strategic acquisitions, mergers, joint ventures, or other forms of
business combination,
and (iii) exploring other capital markets strategies which may from time to time
present themselves. Unifund as a managing consultant hereunder shall have the
status of an independent contractor, and not an employee of the Company. The
parties recognize that Unifund may be engaged in other business activities
during the term of this Agreement and does not in any event intend to devote its
full time to performance of services hereunder. To the extent that Unifund and
the Company agree that travel is appropriate in connection with Unifund's
consulting services, the Company shall reimburse Unifund for reasonable travel
and other expenses incurred in the performance of its duties as managing
consultant. The managing consultant shall not be responsible for (i) filing tax
returns, (ii) making withholding payments, (iii) ordinary operations of
Pipeline, on a day to day basis, except for those which have been specifically
agreed to in writing by the parties hereto.
2. At the request of Unifund, the Company shall make available to it
such records with respect to its operations and customers as it may reasonably
request, including database usage records, inventory records, invoices,
statements, check books, financial records and reports and correspondence with
customers and suppliers.
3. As compensation for the consulting services to be performed
hereunder, the Company shall pay to Unifund a monthly consulting fee in the
amount of Fifteen Hundred Dollars ($1500) per month. Such compensation shall be
paid in semimonthly installments on the 15th and last day of each month, or on
the next succeeding business day if such dates are not business days.
4. During the term of this Agreement, Unifund shall not without the
express written consent of the Company, engage in, conduct advise or consult
with, and shall not own any direct or indirect interest in, any proprietorship,
partnership, corporation or other business organization
engaged in the business of operating a healthcare-oriented website.
5. Unifund may hypothecate, pledge, or otherwise dispose of its right
to receive payments under this Agreement, but may not without the prior written
consent of the Company, delegate any duties of performance hereunder. In the
event of any attempt at assignment or transfer, the Company shall have no
liability to make any payments other than as provided in this Agreement to
Unifund.
6. The Company shall not merge, consolidate, or otherwise reorganize
with any other corporation or other business organization unless and until such
other corporation expressly assumes the duties and obligations of the Company
herein set forth.
7. No modification, amendment, addition to, or termination of this
Agreement, nor waiver of any of its provisions, shall be valid or enforceable
unless in writing and signed by both of the parties.
8. This Agreement shall be binding on the parties, their distributees,
legal representatives, successors, and assigns.
9. All notices under this Agreement shall be in writing and shall be
served by personal service, or registered mail, return receipt requested. Notice
by mail shall be addressed to each party at his address as set forth above.
Either party may notify the other party of a different address to which notices
shall be sent.
10. This Agreement shall be governed by the laws of the State of New
York.
Pipeline Data Inc.
BY:______________________________
President
Unifund America, Inc.
BY:_______________________
Title:
