{"id":42175,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-robinson-lerer-amp-montgomery-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-robinson-lerer-amp-montgomery-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/consulting-agreement-robinson-lerer-amp-montgomery-and.html","title":{"rendered":"Consulting Agreement &#8211; Robinson Lerer &#038; Montgomery and Provident American Corp."},"content":{"rendered":"<pre>\n                          ROBINSON LERER &amp; MONTGOMERY\n                            STRATEGIC COMMUNICATIONS\n\n75 Rockefeller Plaza\nNew York, NY  10019\n212.484.6100\nfax 212.484.7411\n\nJanuary 25, 1999\n\nMr. Alvin H. Clemens\nChairman and Chief Executive Officer\nProvident American Corporation\n2500 DeKalb Pike\nNorristown, PA 19401\n\nDear Mr. Clemens:\n\nTh\/s letter, when signed by both Provident American Corporation ('PAMC'), 'you'\nor 'your') and Robinson Lerer &amp; Montgomery, LLC ('RLM', 'we', 'us' or 'our'),\nwill constitute an agreement (the 'Agreement') between you and us with regard to\nour appointment by you as a consultant for certain of your corporate\ncommunications work.\n\n1.       Fees: RLM will bill on a monthly basis for services rendered ('Total\n         Monthly Billings'). RLM shall receive $10,000 per month in cash (the\n         'Monthly Retainer') against Total Monthly Billings. The date of\n         commencement of services was May 27, 1998. The Monthly Retainer will be\n         reviewed at six month intervals, and adjustments will be made, where\n         appropriate.\n\n         The difference between the Total Monthly Billings and the Monthly\n         Retainer, will be paid through the issuance of HealthAxis.com, Inc.\n         ('HealthAxis' or the 'Company') Common Stock (the 'Common Stock\n         Component'). The number of shares which shall be issued shall be based\n         upon the value of the Company and the price per share as determined on\n         Schedule 'A' hereto. The HealthAxis Common Stock to be issued shall\n         also be pursuant to the terms of the Stock Purchase Agreement set forth\n         on Schedule 'B' hereto, which shall be executed each time HealthAxis\n         Common Stock is issued hereunder. The valuation with regard to the\n         Common Stock Component will initially occur upon the completion of the\n         'Qualified Offering' as defined in Schedule 'A' hereto, and thereafter,\n         at six (6) month intervals commencing six (6) months for the last day\n         of the month following the initial Qualified Offering (the 'Valuation\n         Period'). All shares issued hereunder shall be deemed 'Restricted\n         Securities' as defined under the Securities Act of 1933 (the 'Act')\n\n     75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax (212)258-3169\n\n\n\n\n\n\nAlvin H. Clemens\nProvident American Corporation\nJanuary 25, 1999\nPage 2\n\n         Our standard hourly time charges are as follows:\n\n                           Partner                          $385-$450\n                           Principal                             $325\n                           Executive Vice President              $300\n                           Senior Vice President                 $260\n                           Vice President                        $200\n                           Senior Associate                      $160\n                           Associate                             $125\n                           Assistant                             $ 60\n\n         It is understood and agreed that the above referenced hourly time\n         charges shall be subject to change by us upon thirty (30) days prior\n         written notice to you.\n\n         We shall receive a warrant to acquire 50,000 shares of PAMC at $3.30\n         each. The date of the warrant grant is September 16, 1998. The Board of\n         Directors of PAMC, will, on an annual basis, evaluate future option\n         grants to us.\n\n         Reimbursements: For our outlays on your behalf, you agree to reimburse\n         us for reasonable disbursements and other charges we incur in\n         connection with providing services to you under this Agreement. We\n         shall bill you monthly, in arrears, for such disbursements and other\n         charges.\n\n         Interest on Late Payments: On invoices for fees (i.e. the Monthly\n         Retainer) or reimbursements for which payment is not received within\n         thirty (30) days, you agree to pay us simple interest, computed\n         monthly, at one percent (1 percent) over the prime rate of interest in\n         effect at Chase Manhattan Bank, in New York City, on the undisputed\n         amount outstanding at the end of such 30-day period, until such payment\n         is received. In the event of a disputed charge, you shall notify us in\n         writing of the disputed amount and reason for the dispute, and you\n         agree to pay all undisputed amounts owed while the dispute is under\n         negotiation.\n\n2.       Term: This Agreement shall be effective as of May 27, 1998, and will\n         continue unless and until terminated by either party by prior written\n         notice to the other, by registered or certified mail. Upon termination\n         of this Agreement, you agree to pay all fees, disbursements and other\n         charges incurred prior to the effective date of such termination.\n\n     75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax (212)258-3169\n\n\n\n\n\n\nAlvin H. Clemens\nProvident American Corporation\nJanuary 25, 1999\nPage 3\n\n3.       Indemnity: You hereby agree to indemnify and hold harmless us and our\n         officers, directors, members, agents, and employees (each of the\n         foregoing, including us, being hereinafter referred to as an\n         'Indemnified Person') to the fullest extent permitted by law from and\n         against any and all losses, claims, damages , actions, proceedings,\n         arbitrations or investigations or threats thereof, and expenses related\n         thereto (including reasonable fees, disbursements, and other charges of\n         counsel) (all of the foregoing being hereinafter referred to as\n         'Liabilities'), based upon, relating to or arising out of our\n         engagement by you to perform services hereunder or any Indemnified\n         Person's role therein; provided, however, that you shall not be liable\n         under this paragraph: (a) for any amount paid in settlement of claims\n         without your consent, unless your consent is unreasonably withheld, or\n         (b) to the extent that it is judicially determined, or expressly stated\n         in an arbitration award, that such Liabilities resulted primarily from\n         the willful misconduct or gross negligence of the Indemnified Person\n         seeking indemnification. In connection with your obligation to\n         indemnify for expenses as set forth above, you further agree to\n         reimburse each Indemnified Person for all such expenses (including\n         reasonable fees, disbursements, and other charges of counsel) as they\n         are reasonably incurred by such Indemnified Person; provided, however,\n         that if any Indemnified Person is reimbursed hereunder for any\n         expenses, the amount so paid shall be refunded if and to the extent it\n         is judicially determined, or expressly stated in an arbitration award,\n         that the Liabilities in question resulted primarily from the willful\n         misconduct or gross negligence of such Indemnified Person. You hereby\n         also agree that neither we nor any other Indemnified Person shall have\n         any liability to you (or anyone claiming through you or in your name)\n         in connection with our engagement by you except to the extent that such\n         Indemnified Person has engaged in willful misconduct or been grossly\n         negligent. The foregoing provisions of this paragraph shall survive the\n         termination of this Agreement.\n\n4.       Applicable Law: This Agreement shall be governed by and construed in\n         accordance with the internal laws of the State of New York applicable\n         to agreements made and to be performed entirely within such State,\n         without regard to the principles of conflicts of law. This Agreement\n         sets forth the entire agreement and understanding of the parties\n         relating to the subject matter hereof and supersedes all prior\n         agreements, arrangements, and understandings, written or oral, relating\n         thereto. No representation, promise, or inducement has been made by\n         either party that is not embodied in this Agreement and neither party\n         shall be bound by or liable for any alleged representation, promise, or\n         inducement not so set forth. Neither party shall have the right to\n         assign any of its right or obligations under this Agreement. No\n         amendment or waiver of this Agreement shall be effective, binding, or\n         enforceable unless in writing and signed by both you and us or, in the\n         case of a waiver, by the party granting the waiver.\n\n    75 Rockefeller Plaza New York NY 10019 (212) 4g4-7152 Fax (212) 258-3159\n\n\n\n\n\n\nAlvin H. Clemens\nProvident American Corporation\nJanuary 25, 1999\nPage 4\n\nPlease confirm that the foregoing correctly sets forth the understanding of the\nparties by signing and returning the enclosed duplicate copy of this letter.\n\n                                                       Very truly yours,\n\n\n\n                                                       Patrick S. Gallagher\n                                                       Chief Financial Officer\n\n\n\n\nACCEPTED AND AGREED:\n\nAlvin H. Clemens\nChairman and Chief Executive Officer Provident American Corporation\n\n75 Rockefeller Plaza New York NY 10019 (212) 484-7162 fax (212) 258-3169\n\n\n\n\n\n\nAlvin H. Clemens\nProvident American Corporation\nJanuary 25, 1999\nPage 5\n\n                                  Schedule 'A'\n\n         Within fifteen (15) days after the completion of a private placement\npursuant to Regulation D under the Act or a public offering under the Act ( a\n'Qualified Offering'), HealthAxis shall issue to RLM, the number of shares of\nHealthAxis Common Stock equal to the number of shares of HealthAxis Common Stock\nwhich could have been purchased in the Qualified Offering with an investment\nequal to the accumulated Common Stock Component (the 'Qualified Offering\nValuation'). The Qualified Offering Valuation shall be applicable to all shares\nof HealthAxis Common Stock issued subsequently thereto, until the next Qualified\nOffering, at which time the new Qualified Offering Valuation shall be\napplicable. In the event the Qualified Offering is a public offering, the\nQualified Offering Valuation shall be equal to, on a per share basis, the per\nshare public offering price.\n\n         Set forth on Exhibit '1' hereto is an example of the workings of this\nSchedule.\n\n\n      75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax(212)258-3169\n\n\n\n\n\n\nAlvin H. Clemens\nProvident American Corporation\nJanuary 25, 1999\nPage 6\n\n                                     Example\n\n01\/01\/99-01\/31\/99          Total Monthly Billings                     $40,000\n                           Monthly Retainer                            10,000\nJanuary                  Common Stock Component                        30,000\nFebruary                 Common Stock Component                        20,000\nMarch                    Common Stock Component                        30,000\nApril                    Common Stock Component                        20,000\nMay                      Common Stock Component                        10,000\nJune                     Common Stock Component                        30,000\n                                                                       ------\nSix month aggregate Common Stock Component                            140,000\n\nAugust 1, 1999 HealthAxis completes a Private Placement of $15,000,000 and\nissues 1.5 million shares @ 10.00\n\nRLM receives 14,000 shares of HealthAxis Common Stock\n\nThe applicable Qualified Offering Valuation is $10.00\/share\n\n    75 Rockefeller Plaza New York NY 10019 (212) 484-7162 Fax (212) 258-3169\n\n\n\n\n\n\n                                  SCHEDULE 'B'\n\n                            STOCK PURCHASE AGREEMENT\n                            ------------------------\n\n         THIS AGREEMENT is made this day of ,1999, between HealthAxis.com, Inc.\na Pennsylvania corporation (the 'Company'), and Robinson Lerer &amp; Montgomery,\nLLC, a Delaware limited liability company (the 'Purchaser') (the Company and the\nPurchaser being hereinafter referred to as the 'Parties').\n\n         WHEREAS the Purchaser is a valued advisor to the Company, and its\ncontinued participation is considered by the Company to be important for the\nCompany's continued growth; and\n\n         WHEREAS in recognition of Purchaser's highly valued contribution to the\nCompany, the Company is willing to sell to the Purchaser and the Purchaser\ndesires to purchase shares of the Company's common stock, par value $ . per\nshare (the 'Common Stock') according to the terms and conditions hereof.\n\n           1.     Purchase of Stock.\n\n                  Subject to the terms and conditions hereinafter set forth, the\nPurchaser hereby subscribes for and shall purchase, and the Company shall sell\nto the Purchaser, shares (the 'Purchase Stock') of the Common Stock at a\npurchase price of $ per share on the date hereof (the 'Purchase Date').\n\n                  The aggregate price for the Purchase Stock shall be $ (such\namount hereinafter sometimes referred to as the 'Purchase Price'). On the\nPurchase Date, in consideration of receipt of the Purchase Price, the Company\nwill deliver to the Purchaser one or more certificates, registered in the\nPurchaser's name, for the Purchase Stock, which shall be subject to the terms\nand conditions hereinafter set forth.\n\n           2.     Purchaser's Representations and Warranties.\n\n         (a)      The Purchaser hereby represents and warrants that it is\n                  acquiring the Purchase Stock for investment for its own\n                  account and not with a view to, or for resale in connection\n                  with, the distribution or other disposition thereof.\n\n         (b)      The Purchaser represents and warrants to the Company that this\n                  Agreement has been duly authorized, executed and delivered by\n                  the Purchaser and is a valid and binding obligation of the\n                  Purchaser, enforceable against the Purchaser in accordance\n                  with its terms.\n\n         (c)      The Purchaser is an 'accredited investor' under Regulation D\n                  promulgated under the Securities Act of 1933 (the 'Act')\n\n\n\n\n\n\n         (d)      The Purchaser represents and warrants to the Company its\n                  acknowledgment that the Purchase Stock is subject to\n                  restrictions on transfer and must be held indefinitely, unless\n                  the Purchase Stock is registered under the Securities Act of\n                  1933, and applicable state blue sky laws, or an exemption from\n                  such registration is available.\n\n         (e)      The Purchaser represents and warrants that it is familiar with\n                  the Company (including its business, as presently conducted\n                  and its proposed future operations) and has been afforded an\n                  opportunity to request from the Company and to review, and has\n                  received all information considered by it to be necessary.\n\n         3.       The Company's Representations and Warranties.\n                  ---------------------------------------------\n\n         The Company represents and warrants to the Purchaser that (a) this\nAgreement has been duly authorized, executed and delivered by the Company and is\na valid and binding obligation of the Company, enforceable against the Company\nin accordance with its terms and (b) the Purchase Stock, when issued and\ndelivered in accordance with the terms hereof, will be duly and validly issued,\nfully paid and nonassessable.\n\n         4.       Binding Effect.\n                  ---------------\n\n         The provisions of this Agreement shall be binding upon and accrue to\nthe benefit of the parties hereto and their respective heirs, legal\nrepresentatives, successors and assigns.\n\n         5.       Amendment.\n                  ----------\n\n         This Agreement may be amended only by a written instrument signed by\nthe Parties hereto.\n\n         6.       Applicable Law.\n                  ---------------\n\n         The laws of the Commonwealth of Pennsylvania shall govern the\ninterpretation, validity and performance of the terms of this Agreement,\nregardless of the law that might be applied under principles of conflicts of\nlaw.\n\n         7.       Notices.\n                  --------\n\n         All notices and other communications provided for herein shall be in\nwriting and shall be deemed to have been duly given if delivered by hand\n(whether by overnight courier or otherwise) or sent by registered or certified\nmail, return receipt requested, postage prepaid, to the Party to whom it is\ndirected:\n\n         (a)    If to the Company, to it at the following address:\n\n                  ____________________________________\n\n                  ____________________________________\n\n\n\n\n                  Attn:  __________________________\n\n         (b)      if to the Purchaser, to it as the address set forth below\n                  under its signature; or at such other address as either party\n                  shall have specified by notice in writing to the other.\n\n         1.       Waiver of Compliance; Consents.\n                  -------------------------------\n\n         Any covenant, agreement or condition herein may be waived by the\nparties hereto, respectively, only by a written instrument signed by the party\ngranting such waiver, but such waiver or failure to insist upon strict\ncompliance with such obligation, covenant, agreement or conditions shall not\noperate as a waiver of, or estoppel with respect to, any subsequent or other\nfailure nor effect indemnification with respect to subsequent failure.\n\n         8.       Assignment.\n                  -----------\n\n         This Agreement and all of the provisions hereof shall be binding upon\nand inure to the benefit of the parties hereto and their respective successors\nand permitted assigns, but neither this Agreement nor any of the rights,\ninterests or obligations hereunder shall be assigned by any of the parties\nhereto without the prior written consent of the other parties except by\noperation of law.\n\n         9.       Miscellaneous.\n                  --------------\n\n         (a)      In this Agreement (i) all references to 'dollars' or '$' are\n                  to United States dollars and (ii) the word 'or' is not\n                  exclusive.\n\n         (b)      The Section headings contained in this Agreement are solely\n                  for the purpose of reference, are not part of the agreement of\n                  the parties and shall not in any way affect the meaning or\n                  interpretation of this Agreement.\n\n          10.     Severability of Provisions.\n                  ---------------------------\n\n(a)       If any provision or any portion of any provision of this\n                  Agreement shall be held invalid or unenforceable, the\n                  remaining portion of such provision and the remaining\n                  provisions of this Agreement shall not be affected thereby.\n\n(b)       If the application of any provision or any portion of any\n                  provision of this Agreement to any person or circumstance\n                  shall be held invalid or unenforceable, the application of\n                  such provision or portion of such provision to persons or\n                  circumstances other than those as to which it is held invalid\n                  or unenforceable shall not be affected thereby.\n\n\n\n\n\n\n2.         Counterparts.\n           -------------\n\n         This Agreement may be executed by the parties hereto in separate\ncounterparts, each of which when so executed and delivered shall be an original,\nbut all such counterparts shall together constitute one and the same instrument.\nEach counterpart may consist of a number of copies hereof each signed by less\nthan all, but together signed by all of the parties hereto.\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the\ndate written below.\n\nHEALTHAXIS.COM, INC.\n\nBy:\n   -----------------------\n         Name:\n         Title:\n\nPURCHASER:\n\nROBINSON LERER &amp; MONTGOMERY, L.L.C.\n\nBy:\n   -----------------------\n         Name:\n         Title:\n\n         Address:  75 Rockefeller Plaza\n                   New York, NY 10019\n         Phone: (212) 484-6100\n         Fax:   (212) 484-7411\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7749],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9620],"class_list":["post-42175","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-healthaxis-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42175","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42175"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42175"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42175"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42175"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}