Sample Business Contracts

Consulting Agreement - Screaming Inc. and Robinson Lerer & Montgomery LLC

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April 22, 1999

Mr. Alan S. Ellman
Screaming Media.Net, Inc.
55 Broad Street, 23rd Floor
New York, NY  10004

Dear Mr. Ellman:

This letter, when signed by both Screaming Media.Net, Inc. ("you" or "your")
and Robinson Lerer & Montgomery, LLC ("we," "us" or "our"), will constitute an
agreement (the "Agreement") between you and us with regard to our appointment
by you as a consultant for certain of your corporate communications work.

1.   Fees:  For our services on your behalf, you agree to pay us a fixed monthly
     retainer of $20,000 (the "Fee"). For your reference, our standard hourly
     time charges are as follows:

                    Partner                       $400-$475
                    Principal                     $350
                    Executive Vice President      $325
                    Senior Vice President         $285
                    Vice President                $225
                    Senior Associate              $185
                    Associate                     $150
                    Assistant                     $ 65

     The above referenced hourly charges shall be subject to change on
     January 1 of each year.

     Reimbursements:  For our outlays on your behalf, you agree to reimburse us
     for reasonable disbursements and other charges we incur in connection with
     providing services to you under this Agreement. We shall bill you monthly,
     in arrears, for such disbursements and other charges.

     Interest on Late Payments:  On invoices for fees or reimbursements for
     which payment is not received within thirty (30) days of invoice date, you
     agree to pay us simple interest, computed monthly, at one and one-half
     percent (1 1/2 percent) over the prime rate of interest in effect at Chase
     Manhattan Bank, in New York City, on the undisputed amount outstanding at
     the end of such 45-day period, until such payment is received. In the event
     of a disputed charge, you shall notify us in writing of the disputed amount
     and reason for the

<PAGE>   2
Mr. Alan S. Ellman
Screaming Media.Net, Inc.
Page 2

     dispute, and you agree to pay all undisputed amounts owed while the dispute
     is under negotiation.

2.   Term: This Agreement shall commence as of April 22, 1999, and will continue
     unless and until terminated by either party on prior written notice to the
     other, by registered or certified mail. Upon termination of this Agreement,
     you agree to pay all fees, disbursements and other charges incurred prior
     to the effective date of such termination.

3.   Indemnity: You hereby agree to indemnify and hold harmless us and our
     officers, directors, members, agents, and employees (each of the foregoing,
     including us, being hereinafter referred to as an "Indemnified Person") to
     the fullest extent permitted by law from and against any and all losses,
     claims, damages, actions, proceedings, arbitrations or investigations or
     threats thereof, and expenses related thereto (including reasonable fees,
     disbursements, and other charges of counsel) (all of the foregoing being
     hereinafter referred to as "Liabilities"), based upon, relating to or
     arising out of our engagement by you to perform services hereunder or any
     Indemnified Person's role therein; provided, however, that you shall not be
     liable under this paragraph: (a) for any amount paid in settlement of
     claims without your consent, unless your consent is unreasonably withheld,
     or (b) to the extent that it is finally judicially determined, or expressly
     stated in an arbitration award, that such Liabilities resulted primarily
     from the willful misconduct or gross negligence of the Indemnified Person
     seeking indemnification. In connection with your obligation to indemnify
     for expenses as set forth above, you further agree to reimburse each
     Indemnified Person for all such expenses (including reasonable fees,
     disbursements, and other charges of counsel) as they are incurred by such
     Indemnified Person; provided, however, that if any Indemnified Person is
     reimbursed hereunder for any expenses, the amount so paid shall be refunded
     if and to the extent it is finally judicially determined, or expressly
     stated in an arbitration award, that the Liabilities in question resulted
     primarily from the willful misconduct or gross negligence of such
     Indemnified Person. You hereby also agree that neither we nor any other
     Indemnified Person shall have any liability to you (or anyone claiming
     through you or in your name) in connection with our engagement by you
     except to the extent that such Indemnified Person has engaged in willful
     misconduct or been grossly negligent. The provisions of this paragraph
     shall survive the termination of this Agreement.

4.   Applicable Law: This Agreement shall be governed by and construed in
     accordance with the internal laws of the State of New York applicable to
     agreements made and to be performed entirely within such State, without
     regard to the principles of conflicts of law. This Agreement sets forth the
     entire agreement and understanding of the parties relating to the subject
     matter hereof and supersedes all prior agreements, arrangements, and
     understandings, written or oral, relating thereto. No representation,
     promise, or inducement has been made by either party that is not embodied
     in this Agreement and neither party shall be bound by or liable for any
     alleged representation, promise, or inducement not so set forth. Neither
     party shall have the right to assign any of its rights or obligations under
     this Agreement. No amendment or waiver of this Agreement shall be
     effective, binding, or enforceable unless in writing and signed by both you
     and us or, in the case of a waiver, by the party granting the waiver.
<PAGE>   3
Mr. Alan S. Ellman
Screaming Media.Net, Inc.
Page 3

Please confirm that the foregoing correctly sets forth our understanding by
signing and returning to us the enclosed duplicate copy of this letter.

                                        Very truly yours,

                                        By: /s/ Patrick S. Gallagher
                                            Patrick S. Gallagher
                                            Chief Financial Officer


By: /s/ Alan S. Ellman
    Alan S. Ellman
    Screaming Media.Net, Inc.