Consulting Agreement - Screaming Media.net Inc. and Robinson Lerer & Montgomery LLC
[ROBINSON LERER & MONTGOMERY LETTERHEAD]
April 22, 1999
Mr. Alan S. Ellman
President
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
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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.
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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
ACCEPTED AND AGREED:
By: /s/ Alan S. Ellman
----------------------------
Alan S. Ellman
President
Screaming Media.Net, Inc.