CONSULTING AGREEMENT FOR
PROFESSIONAL SERVICES
EFFECTIVE DATE:
September 18, 2008
This Consulting Agreement
(the “Agreement”) is made by and between
Sedona
Corporation (the “Company”), a Pennsylvania
corporation, and Scott
Edelman , (“Consultant”).
1.
Engagement of Services. The Company hereby engages the Consultant to
perform the Services set forth on Exhibit A (the
“Services”). Subject to the terms of this Agreement,
Consultant will render the Services by the completion dates set
forth therein.
2.
Fees. The Company will
pay Consultant the fee set forth on Exhibit A. Consultant will
be reimbursed only for expenses which are expressly provided for on
Exhibit A or which have been approved in advance in writing by
the Company, provided Consultant has furnished such documentation
for authorized expenses as the Company may reasonably request.
Payment of Consultant’s fees and expenses will be in
accordance with terms and conditions set forth on Exhibit A.
Upon termination of this Agreement for any reason, Consultant will
be paid fees for work which has been completed.
3. Ownership
of Work Product. Consultant hereby assigns to the Company all
right, title and interest in and to any work product created by
Consultant, or to which Consultant contributes, pursuant to this
Agreement (the “Work Product”), including all
copyrights, trademarks and other intellectual property rights
contained therein.
4.
Artist’s and Moral Rights. If Consultant has any rights, including without
limitation “artist’s rights” or “moral
rights,” in the Work Product which cannot be assigned,
Consultant agrees to waive enforcement worldwide of such rights
against the Company. In the event that Consultant has any such
rights, that cannot be assigned or waived, Consultant hereby grants
to the Company an exclusive, worldwide, irrevocable, perpetual
license to use, reproduce, distribute, create derivative works of,
publicly perform and publicly display the Work Product in any
medium or format, whether now known of later developed.
5.
Representations and Warranties. Consultant represents and warrants that:
(a) Consultant has the right and unrestricted ability to
assign the Work Product to the Company as set forth in
Section 3 (including without limitation the right to assign
any Work Product created by Consultant’s employees or
contractors), and (b) the Work Product will not infringe upon
any copyright, patent, trademark, right of publicity or privacy, or
any other proprietary right of any person, whether contractual,
statutory or common law. Consultant agrees to indemnify the Company
from any and all damages, costs, claims, expenses or other
liability (including reasonable attorneys’ fees) arising from
or relating to the breach or alleged breach by Consultant of the
representations and warranties set forth in this Section
5.
6.
Independent Contractor Relationship. Consultant’s relationship with the Company
is that of an
1
independent
contractor, and nothing in this Agreement is intended to, or should
be construed to, create a partnership, agency, joint venture or
employment relationship. Consultant will not be entitled to any of
the benefits which the Company may make available to its employees,
including, but not limited to, group health or life insurance,
profit-sharing or retirement benefits. [Consultant shall maintain
his own workers compensation and liability insurance or provide a
waiver that he does not require such insurance.] Consultant is not
authorized to make any representation, contract or commitment on
behalf of the Company unless specifically requested or authorized
in writing to do so by an officer of the Company. Consultant is
solely responsible for, and will file, on a timely basis, all tax
returns and payments required to be filed with, or made to, any
federal, state or local tax authority with respect to the
performance of services and receipt of fees under this Agreement.
Consultant is solely responsible for, and must maintain adequate
records of, expenses incurred in the course of performing services
under this Agreement. No part of Consultant’s compensation
will be subject to withholding by the Company for the payment of
any social security, federal, state or any other employee payroll
taxes. The Company will regularly report amounts paid to Consultant
by filing Form 1099-MISC with the Internal Revenue Service as
required by law.
7.
Confidential Information. Consultant agrees to hold the Company’s
Confidential Information in strict confidence and not to disclose
such Confidential Information to any third parties.
“Confidential Information” as used in this Agreement
shall mean all information disclosed by the Company to Consultant
that is not generally known in the Company’s trade or
industry and shall include, without limitation, (a) concepts
and ideas relating to the development and distribution of content
in any medium or to the current, future and proposed products or
services of the Company or its subsidiaries or affiliates;
(b) trade secrets, drawings, inventions, know-how, software
programs, and software source documents; (c) information
regarding plans for research, development, new service offerings or
products, marketing and selling, business plans, business
forecasts, budgets and unpublished financial statements, licenses
and distribution arrangements, prices and costs, suppliers and
customers; (d) existence of any business discussions,
negotiations or agreements between the parties; and (e) any
information regarding the skills and compensation of employees,
contractors or other agents of the Company or its subsidiaries or
affiliates. Confidential Information also includes proprietary or
confidential information of any third party who may disclose such
information to the Company or Consultant in the course of the
Company’s business. Consultant’s obligations set forth
in this Section 7 shall not apply with respect to any
por
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