Sample Business Contracts

Consulting Agreement - Art Technology Group Inc. and Thomas N. Matlack

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                              CONSULTING AGREEMENT

         CONSULTING AGREEMENT (the "Agreement") entered into this 12th day of
November, 1997 by and between Art Technology Group, Inc., a Delaware corporation
with its principal place of business at 101 Huntington Avenue, 22nd Floor,
Boston, MA 02115 (the "Company") and Thomas N. Matlack, having a place of
business at 362 Commonwealth Avenue, Boston, MA 02115 (the "Consultant").

         1. TERM OF ENGAGEMENT. The Company hereby agrees to retain the
Consultant, and the Consultant hereby agrees to be retained by the Company, upon
the terms set forth in this Agreement, for the period commencing on the date
hereof and ending on the first anniversary of the date hereof (the "Consulting

         2. CONSULTING DUTIES. During the Consulting Period, the Consultant
agrees to perform such consulting, advisory and related services to and for the
Company as may be reasonably requested from time to time by the Board of
Directors of the Company (the "Board") in the areas of (i) strategic planning
and (ii) financial advice and planning. The Consultant's services shall be
provided at such times and in such locations as the parties mutually agree. The
Consultant shall devote such time and effort to his services hereunder as the
parties mutually agree.

         3.  FEES AND EXPENSES.

         3.1 FEES. In full compensation for his consulting services rendered
under this Agreement, the Company shall grant to the Consultant a non-statutory
stock option for the purchase of 73,000 shares of the Company's Common Stock,
$0.01 par value per share, for an exercise price of $0.75 per share, which
option will become exercisable in full on the first anniversary of the date
hereof, and having such other terms and conditions as are set forth in the
Company's standard form of non-statutory stock option agreement.

         3.2 EXPENSES. The Company shall reimburse the Consultant for all
reasonable travel and other business expenses incurred or paid by the Consultant
in connection with the performance of his duties hereunder, upon presentation by
the Consultant of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request, PROVIDED, HOWEVER, that the
nature and amount of such expenses shall be subject to the Company's expense
policies as in effect from time to time.

         4. INDEPENDENT CONTRACTOR STATUS. The Consultant shall perform his
consulting services as an "independent contractor" and not as an employee or
agent of the Company. The Consultant shall not be entitled to any benefits made
available to employees of the Company.


         5. CONFIDENTIAL INFORMATION. The Consultant agrees not to disclose,
either during the Consulting Period or at any time thereafter, to any person not
employed by the Company or not engaged to render services to the Company, any
confidential, proprietary or trade secret information ("Confidential
Information") obtained by the Consultant from the Company; PROVIDED, HOWEVER,
that this provision shall not preclude the Consultant from the use or disclosure
of information known generally to the public (other than that which the
Consultant may have disclosed in breach of this Agreement) or of information not
generally considered confidential or from disclosure required by law or court
order or in the proper conduct of the Company's business. The Consultant agrees
that his obligation not to disclose or use Confidential Information also extends
to Confidential Information of customers of the Company or suppliers to the
Company or other third parties who may have disclosed or entrusted the same to
the Company or to the Consultant in the course of the Company's business.

         6. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed effective upon personal delivery or upon
sending, by registered or certified mail, postage prepaid, addressed to the
other party at the address shown above, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 6.

         7. AMENDMENT. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Consultant.

         8. GOVERNING LAW. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the Commonwealth of Massachusetts,
without reference to conflict of laws principles.

         9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns; PROVIDED, HOWEVER, that the obligations of the Consultant are personal
and shall not be assigned by him.

         10.  MISCELLANEOUS.

         10.1 No delay or omission by either the Company or the Consultant in
exercising any right under this Agreement shall operate as a waiver of that or
any other right. A waiver or consent given by either the Company or the
Consultant on any one occasion shall be effective only in that instance and
shall not be construed as a bar or waiver of any right on any other occasion.

         10.2 The captions of the sections of this Agreement are for convenience
of reference only and in no way define, limit or affect the scope or substance
of any section of this Agreement.


         10.3 In case any provision of this Agreement shall be invalid, illegal
or otherwise unenforceable, the validity, legality and enforceability of the
remaining provisions shall in no way be affected or impaired thereby.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year set forth above.

                                             ART TECHNOLOGY GROUP, INC.

                                             By:  /s/ Mahendrajeet Singh
                                                  Mahendrajeet Singh, President


                                                  /s/ Thomas N. Matlack
                                             Thomas N. Matlack