Exhibit 10.8
Consulting
Agreement
This CONSULTING
AGREEMENT ("Agreement") is made and entered into as of the 1st day
of January, 2009 (the “Effective Date”) by and between
Merge Healthcare Incorporated, a Delaware corporation ("Merge
Healthcare"), and Merrick RIS LLC ("Merrick
RIS"). Hereinafter, either party may be referred to
individually as a “Party” or, collectively, as the
“Parties.”
WHEREAS, Merrick RIS has a significant investment in
Merge Healthcare and is interested in providing certain management
consulting, advice and technical services to Merge Healthcare in
regards to Merge Healthcare’s business; and
WHEREAS, Merge Healthcare desires to procure certain
management consulting, expertise and technical services from
Merrick RIS pursuant to the terms and conditions set forth
herein.
NOW THEREFORE,
in consideration of the mutual benefits and promises contained
herein, the sufficiency of which is hereby acknowledged, the
Parties hereto agree as follows.
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Engagement . Merge Healthcare hereby engages
Merrick RIS as an independent consultant to provide management
expertise and technical services and Merrick RIS hereby accepts
such engagement. Merrick RIS shall provide services that
include but are not limited to investment relations, strategic
planning, turn around management and various business relationship
introductions. The services provided hereunder are
provided on a non-exclusive basis and shall be undertaken by
Merrick RIS at the direction of the Chief Executive Officer of
Merge Healthcare.
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Services . All services offered hereunder are
provided on a non-exclusive basis and as needed. In
consideration for the services and in order to reserve the
availability of such services, Merge Healthcare shall pay a
quarterly fee to Merrick RIS as set forth herein.
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Term . The term of this Agreement shall be
twelve consecutive months running from the Effective Date hereof
and shall terminate, unless otherwise terminated as provided
hereunder, at the close of business on December 31,
2009. Upon expiration of the initial term of this
Agreement, the Parties may extend the Agreement upon such written
terms as the Parties may mutually agree.
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Voluntary
Termination . Either Party may voluntarily
terminate this Agreement upon ninety (90) days advance notice to
the other Party.
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Involuntary
Termination . This Agreement shall terminate
immediately in the event of one Party giving written notice to the
other Party of breach of this Agreement and provided
that the breaching Party in breach has had thirty (30) days
following the date of such notice to cure and has failed to cure
such breach as the Party giving notice reasonably
determines.
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Fees . Merge Healthcare shall pay a flat
rate fee to Merrick RIS for the services provided
hereunder. Such fee shall be in the amount of USD
$100,000 for each ninety (90) day period of
services. During the term of this Agreement, such fee is
due and payable in advance on the Effective Date, April 1st, July
1st and October 1st of 2009. Merge Healthcare agrees to
reimburse Merrick RIS for the actual and reasonable business
expenses incurred by Merrick RIS in connection with the performance
of services on behalf of Merge Healthcare as required
hereunder. Such expenses shall be invoiced to Merge
Healthcare on a monthly basis and shall be payable no later than
the 15th day after receipt of such invoice. Merrick RIS
acknowledges and agrees that the reimbursement of any third party
legal, financial or other professional fees and any material
expenses incurred shall be subject to prior authorization of an
appropriate officer of Merge Healthcare. Merge
Healthcare acknowledges and agrees that it has an obligation to
ensure that its resources will be available to provide assistance
to Merrick RIS with respect to the services provided
hereunder. The Parties further agree that Merge
Healthcare may consider a discretionary performance fee which
amount shall be at the sole option, control and discretion of Merge
Healthcare management and with the approval of the Merge Healthcare
Board of Directors.
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Confidential
Information . Due to the nature of the work
performed hereunder, any information belonging to Merge Healthcare
with which Merrick RIS may or has become familiar will be treated
as confidential and may not be disclosed to third parties without
the written consent of Merge Healthcare, whether or not
this Agreement is in effect. Merrick RIS agrees that it and all of
it’s associates, representatives, employees, assignees or
successors in interest, shall keep in strictest confidence all
information relating to the products, methods of manufacture,
marketing and sales plans, financial in
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