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EXHIBIT 10.9
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of
August 24, 1999 by and between Stockpoint, Inc. a Delaware corporation (the
"Company"), and Equity Dynamics, Inc. (the "Consultant").
WHERAS, the Company and Consultant desire to confirm the terms and
conditions pertaining to the rendering of services by Consultants for the
Company;
NOW, THEREFORE, the Company and Consultant agree as follows:
1. Term of the Agreement. The Company hereby retains the
services of Consultant hereby agrees to render services as a Consultant
for the Company for a one (1) year period commencing on the date hereof
and continuing until the date which is one (1) year from the date
hereof, subject, however, to prior termination as hereinafter provided
in Section 4.
2. Duties and Obligations.
a. For the term of the Agreement, Consultants shall
provide management and financial consulting and
advisory services to the Company and shall at times
report to and follow the instructions and wishes of
the President or Chief Executive Officer of the
Company.
b. Consultant agrees that to the best of Consultant's
ability and experience Consultant will at all times
loyally and conscientiously perform all of the duties
and obligations required of and from Consultant
pursuant to the express and implicit terms hereof, to
the reasonable satisfaction of the Company.
c. Consultant agrees to indemnify and hold the Company
harmless against any and all loss, liability, damage,
claims, demands or suits and related costs and
expenses that arise, directly or indirectly, from
Consultant's acts or omissions.
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3. Compensation. In connection wit this Agreement, Consultant agrees to
provide a minimum of 20 days per year of consulting services to the
Company. To compensate Consultant for Consultant's services during the
term of this Agreement, (i) the Company shall pay Consultant aggregate
compensation equal to $50,000, $4,167.00 of which shall be paid by the
Company to Consultant upon the execution of this Agreement and $4,67
per month thereafter (ii) upon execution of this Agreement the Company
will grant Consultant warrants to purchase 125,000 shares of Common
Stock, with an exercise price of $6.00 per share, pursuant to the terms
of the stock purchase Warrant attached hereto as Exhibit A. In
addition, the Company will reimburse Consultant for all out of pocket
expenses related to Consultant's activities with the Company. The
Consultant will supply the Company with invoices containing out of
pocket expense detail.
4. Termination of Agreement.
a. This Agreement may be terminated by the Company at
any time for any reason, with or without cause by
giving sixty (60) days written notice to Consultant:
such termination shall be effective sixty (60) days
after Consultant's receipt of such written notice. If
this Agreement is terminated without Good Cause (as
defined herein) by the Company, any unvested options
granted to Consultants shall immediately vest and
become exercisable upon the effective date of such
termination. No additional benefits, aside from
options fully vested at the date of termination and
any accrued compensation, shall be due upon such
termination.
b. This Agreement shall terminate if Consultant ceases
to function and exist due to bankruptcy or otherwise.
c. The Company may terminate this Agreement at any time
for Good Cause (as defined herein). For the purposes
of the Agreement, "Good Cause" includes but is not
limited to, gross misconduct, gross neglect of
duties, intentional acts or omission of Consultant of
such negative quality that they may be deemed to have
material and adverse effects on the Company's
business, breach of any representation, warranty
agreement or covenant made by Consultant in this
Agreement or any act or omission involving fraud,
embezzlement, or misappropriation of any property or
proprietary information of the Company.
d. Consultant may terminate this Agreement by giving
sixty (60) days written notice to the Company.
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5. Working Arrangement.
a. Consultant is an independent Consultant and is solely
responsible for all taxes, withholdings, and other
similar statutory obligations, including, but not
limited to Workers' Compensation Insurance; and
Consultant will defend, indemnify and hold Company
harmless from any and all claims made by any entity
on account of an alleged failure by Consultant to
satisfy any such tax or withholding obligations.
b. Consultant has no authority to act on behalf of or
enter into any Contract or incur any liability on
behalf of the Company.
c. Consultant's performance under this Agreement shall
be conducted in full compliance with the highest
standards of practice.
6. Miscellaneous.
a. Governing Law. This Agreement shall be interpreted,
construed, governed and enforced according to the
laws of the State of Iowa.
b. Arbitration. Any controversy between the parties
hereto involving The construction or application of
any terms, covenants or conditions to this Agreement,
will be submitted to and be settled by final and
binding arbitration in New York, New York or such
other place as the parties may mutually agree, in
accordance with the rules of the American Arbitration
Association then in effect, and judgment upon the
award rendered by the arbitrators may be entered in
any court having jurisdiction thereof.
c. Amendment. No amendment or modification of the terms
or Conditions of this Agreement shall be valid unless
in writing and signed by the parties hereto.
d. Severalbility. If one or more provisions of this
Agreement are held to be unenforceable under
applicable law, such provision shall be construed, if
possible, so as to be enforceable under applicable
law, else, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and
shall be enforceable in accordance with its terms.
e. Successors and Assigns. The rights and obligations of
the Company under this Agreement shall insure to the
benefits of and shall be binding upon the successors
and assigns of the Company.
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Consultant shall not be entitled to assign any of his
rights or obligations under this Agreement.
f. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to
the employment of Consultant.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth above.
Stockpoint, Inc.:
By:
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Equity Dynamics, Inc.:
By:
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John Pappajohn
President