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EXHIBIT 10.16
CONSULTING AGREEMENT
This agreement is made and entered into this 5th day of March, 1999, by and
between ▇▇▇▇▇▇▇.▇▇▇, Inc. (medibuy), a Delaware Corporation with a principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and Ridgewood
Capital, Inc., a Delaware corporation with a principal place of business at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, as a result of the departure of its chief financial officer, medibuy
would benefit from temporary assistance with the management of its financial
management during the period that medibuy conducts a search for a replacement;
and
WHEREAS, Ridgewood has available, and is willing to make available to medibuy
on the terms set forth herein, the financial management services that would be
of benefit to medibuy, and medibuy is willing to acquire those services from
Ridgewood;
NOW THEREFORE, the parties agree as follows:
1. Services to be Rendered. Ridgewood will supply, and medibuy will accept,
such financial management services as medibuy may reasonably require (the
Services). The Services are to be rendered on behalf of Ridgewood by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇").
2. Duration of Services. The Services shall be rendered commencing March 15,
1999 and continue through September 15, 1999.
3. Schedule for Delivering Services. The Services are to be rendered by
▇▇▇▇▇▇▇▇▇ for four days per week, on average, at the offices of medibuy
or at such other place as it may direct. ▇▇▇▇▇▇▇▇▇ may provide additional
services while traveling or from other locations.
4. Compensation. In consideration of Ridgewood's delivery of the Services to
medibuy for the period of March 15, 1999 to September 15, 1999, medibuy
shall issue to Ridgewood 7064 shares of medibuy common stock. Fifty
percent (50%), or 3532, of such shares shall be issued as of the date of
the completion by ▇▇▇▇▇▇▇▇▇ of the first month of services hereunder. An
additional ten percent (10%), or 706.4, of such shares shall issue as of
the date of the completion by ▇▇▇▇▇▇▇▇▇ of each month of service
thereafter. Such stock shall be fully paid and non-assessable upon
issuance, but is shall be subject to the investment representation
letter attached to this agreement as Appendix A. Ridgewood shall execute
and deliver a copy of Appendix A at the time that it begins to deliver
services to medibuy. No other compensation shall be due to Ridgewood or
▇▇▇▇▇▇▇▇▇ in respect of the delivery of the Services.
5. Expenses. Ridgewood shall absorb and be responsible for paying all of the
expenses incurred by ▇▇▇▇▇▇▇▇▇ in connection with his delivery of the
Services
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6. Confidential Information. Any and all information that ▇▇▇▇▇▇▇▇▇ acquires
about medibuy, including its finances, business practices, business plans
and operations during the delivery of the Services shall be deemed
confidential, and ▇▇▇▇▇▇▇▇▇ shall not share such information with anyone,
including Ridgewood or any of its members, employees or representatives,
except at the request of, or on the written authorization of, any officer
of medibuy or the Chairman of its Board of Directors. ▇▇▇▇▇▇▇▇▇ will
execute the proprietary information and inventions agreement that is
attached hereto as Appendix B, the terms of which shall be incorporated
into this agreement.
7. Nature of Relationship. It is expressly intended by the parties hereto
that the relationship of Ridgewood to medibuy created hereby is strictly
that of independent contractor. Neither Ridgewood nor ▇▇▇▇▇▇▇▇▇ is, and
nothing in this agreement shall be construed to make either of them, an
employee of medibuy. To the extent required by law, the compensation paid
to Ridgewood hereunder shall be reported on a form 1099 MISC. Ridgewood
shall be responsible for payment of all taxes payable as a result of the
compensation furnished to it under this agreement.
8. Termination. Either party may terminate this agreement in the event of a
breach by the other party. Such termination shall be effective upon the
delivery of notice of termination by the party declaring the breach on
the party alleged to have breached this agreement. In the event that
Ridgewood materially breaches this Agreement, medibuy shall be
responsible to issue to Ridgewood only that number of shares to have been
issued up to the date of the breach, buy medibuy will have a right to set
off against any such amounts owed any damages it has sustained as a
result of the breach by Ridgewood. In the event that medibuy breaches
this Agreement, Ridgewood shall be entitled to receive all shares
provided for as compensation to it under this Agreement.
9. Indemnification. Ridgewood shall indemnify and defend medibuy against,
and hold it harmless from, any and all loss, cost, liability, claims,
suits and actions, which arise out of or are incurred in connection with,
Ridgewood's delivery of the Services and ▇▇▇▇▇▇▇▇▇'▇ performance of the
Services, to the extent caused by such delivery or performance of the
Services. This indemnity shall not extend to any liability arising from
medibuy's own negligence.
10. Notices. For purposes of this Agreement, notices and other communications
provided for in the Agreement shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States Registered
or Certified Mail, return receipt requested, postage prepaid, addressed
as follows:
If to Ridgewood: Ridgewood Capital, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇
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If to medibuy: ▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: The President
or at such other address as either party may have furnished to the other in
writing subsequent to the execution of this Agreement.
11. Modifications; Waivers; Applicable Law. No provision in this Agreement may
be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in writing, signed by an authorized representative of each party.
12. Severability. If any provision of this Agreement is determined to be
invalid or is in any way modified by any governmental agency, tribunal, or
court of competent jurisdiction, such determination shall be considered as a
separate, distinct, and independent part of this Agreement and shall not
affect the validity or enforceability of any of the remaining provisions of
this Agreement.
13. Successor Rights and Assignment.
This Agreement shall bind, inure to the benefit of and be enforceable by
Ridgewood's legal representatives, administrators, successors, and assigns. The
rights and obligations of medibuy under this Agreement may be assigned by
medibuy, in which event it shall be binding upon, and inure to the benefit of,
the person(s) or entity(ies) to whom it is assigned. Ridgewood may not assign
its duties hereunder and may not assign any of its rights hereunder without the
written consent of medibuy.
IN WITNESS WHEREOF, Ridgewood and medibuy have signed this Agreement on the
dates indicated below.
RIDGEWOOD CAPITAL, INC.
Dated: 4/21/99 By: /s/ ▇▇▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇.▇▇▇, INC.
Dated: 4-21-99 By: /s/ ▇. ▇. ▇▇▇▇▇
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