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independent contractor, and nothing in this Agreement is intended to, or should beconstrued 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 availableto its employees, including, but not limited to, group health or life insurance,profit-sharing or retirement benefits. [Consultant shall maintain his own workerscompensation and liability insurance or provide a waiver that he does not require suchinsurance.] Consultant is not authorized to make any representation, contract or commitmenton behalf of the Company unless specifically requested or authorized in writing to do so byan officer of the Company. Consultant is solely responsible for, and will file, on a timelybasis, 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 feesunder this Agreement. Consultant is solely responsible for, and must maintain adequaterecords of, expenses incurred in the course of performing services under this Agreement. Nopart of Consultant’s compensation will be subject to withholding by the Company for thepayment of any social security, federal, state or any other employee payroll taxes. TheCompany will regularly report amounts paid to Consultant by filing Form 1099-MISC with theInternal Revenue Service as required by law.**7. Confidential Information.**Consultant agrees to hold the Company’s ConfidentialInformation in strict confidence and not to disclose such Confidential Information to anythird parties. “Confidential Information” as used in this Agreement shall mean allinformation disclosed by the Company to Consultant that is not generally known in theCompany’s trade or industry and shall include, without limitation, (a) concepts and ideasrelating 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 sourcedocuments; (c) information regarding plans for research, development, new service offeringsor products, marketing and selling, business plans, business forecasts, budgets andunpublished financial statements, licenses and distribution arrangements, prices and costs,suppliers and customers; (d) existence of any business discussions, negotiations oragreements between the parties; and (e) any information regarding the skills andcompensation of employees, contractors or other agents of the Company or its subsidiaries oraffiliates. Confidential Information also includes proprietary or confidential informationof any third party who may disclose such information to the Company or Consultant in thecourse of the Company’s business. Consultant’s obligations set forth in this Section 7 shallnot apply with respect to any portion of the Confidential Information that Consultant candocument by competent proof that such portion: (a) was in the public domain at the time itwas communicated to Consultant by the Company; (b) entered the public domain through nofault of Consultant, subsequent to the time it was communicated to Consultant by theCompany; (c) was in Consultant’s possession free of any obligation of confidence at the timeit was communicated to Consultant by theCompany; (d) was rightfully communicated to Consultant free of any obligation of confidencesubsequent to
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the time it was communicated to Consultant by the Company; (e) was developedby employees or agents of Consultant independently of and without reference to anyinformation communicated to Consultant by the Company; or (f) was communicated by theCompany to an unaffiliated third party free of any obligation of confidence. In addition,after written notice to the Company, Consultant may disclose the Company’s ConfidentialInformation in response to a valid order by a court or other governmental body, as otherwiserequired by law. All Confidential Information furnished to Consultant by the Company is thesole and exclusive property of the Company or its suppliers or customers. Upon request bythe Company, Consultant agrees to promptly deliver to the Company the original and anycopies of such Confidential Information.**8. Company Policies**. Consultant agrees to abide by the terms and conditions set forth in:(i) Sedona Policy Statement – Protection of Material Nonpublic and Other ConfidentialInformation and Prevention of Insider Trading and Tipping Employee’s/Consultant’s Agreement,attached as Exhibit B hereto; (ii) Sedona Corporation Privacy and Security Policy, attachedas Exhibit C hereto; (iii) Sedona Corporation Security and Privacy Principles and Practices,attached Exhibit D hereto; (iv) Sedona Corporation Information Privacy and Security Policy,attached as Exhibit E hereto; and (v) Sedona Corporation Code of Business Conduct andEthics, attached as Exhibit F hereto.**9. No Conflict of Interest.**During the term of this Agreement, Consultant will not acceptwork, enter into a contract, or accept an obligation from any third party, inconsistent orincompatible with Consultant’s obligations, or the scope of services rendered for theCompany, under this Agreement. Consultant warrants that there is no other contract or dutyon its part inconsistent with this Agreement. Consultant agrees to indemnify the Companyfrom any and all loss or liability incurred by reason of the alleged breach by Consultant ofany services agreement with any third party.**10. Term and Termination.**          **10.1 Term.**The initial term of this Agreement is for ninety (90) days from the EffectiveDate set forth above, unless earlier terminated as provided in this Agreement. Thereafter,this Agreement will automatically renew on its anniversary date, for successive thirty (30)day terms, unless the Company provides fifteen (15) days written notice prior to any suchanniversary date that the Agreement shall not renew. The parties shall mutually agree onadditional fees to be paid to the Consultant for any services performed after the initialterm.          **10.2 Termination by the Company.**The Company may terminate this Agreement with orwithout cause, at any time upon fifteen (15) days prior written notice to Consultant. TheCompany also may terminate this Agreement or any Services: (i) upon thirty (30) days writtennotice in the event of a material breach by Consultant of this Agreement, *provided that*, suchbreach remains uncured at the end of such thirty (30) day period; or (ii) immediately in itssole discretion upon Consultant’s material breach of Sections 7(“Confidential Information”) or 11 (“Noninterference with Business”).          **10.3 Survival.**The rights and obligations contained in Sections 3 (“Ownership of Work
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Product”), 4 (“Artist’s and Moral Rights”), 5 (“Representations and Warranties”), 7(“Confidential Information”) and 11 (“Noninterference with Business”) will survive anytermination or expiration of this Agreement.**11. Noninterference with Business.**During this Agreement, and for a period of one yearimmediately following its termination, Consultant agrees not to interfere with the businessof the Company in any manner. By way of example and not of limitation, Consultant agrees notto solicit or induce any employee or independent contractor to terminate or breach anemployment, contractual or other relationship with the Company.**12. Successors and Assigns.**Consultant may not subcontract or otherwise delegate itsobligations under this Agreement without the Company’s prior written consent. Subject to theforegoing, this Agreement will be for the benefit of the Company’s successors and assigns,and will be binding on Consultant’s assignees.**13. Notices.**Any notice required or permitted by this Agreement shall be in writing and shallbe delivered as follows with notice deemed given as indicated: (i) by personal delivery whendelivered personally; (ii) by overnight courier upon written verification of receipt; (iii)by telecopy or facsimile transmission upon acknowledgment of receipt of electronictransmission; or (iv) by certified or registered mail, return receipt requested, uponverification of receipt. Notice shall be sent to the addresses set forth below or such otheraddress as either party may specify in writing.**14. Governing Law.**This Agreement shall be governed in all respects by the laws of the UnitedStates of America and by the laws of the State of Pennsylvania, as such laws are applied toagreements entered into and to be performed entirely within Pennsylvania.**15. Severability.**Should any provisions of this Agreement be held by a court of law to beillegal, invalid or unenforceable, the legality, validity and enforceability of the remainingprovisions of this Agreement shall not be affected or impaired thereby.**16. Waiver.**The waiver by the Company of a breach of any provision of this Agreement byConsultant shall not operate or be construed as a waiver of any other or subsequent breachby Consultant.**17. Injunctive Relief for Breach.**Consultant’s obligations under this Agreement are of aunique character that gives them particular value; breach of any of such obligations willresult in irreparable and continuing damage to the Company for which there will be noadequate remedy at law; and, in the event of such breach, the Company will be entitled toinjunctive relief and/or a decree for specific performance, and such other and furtherrelief as may be proper (including monetary damages if appropriate).**18. Entire Agreement.**This Agreement constitutes the entire agreement between the partiesrelating to this subject matter and supersedes all prior or contemporaneous oral or writtenagreements concerning such subject matter. The terms of this Agreement willgovern all services undertaken by Consultant for the Company. This Agreement may only bechanged by mutual agreement of authorized representatives of the parties in writing.
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     **In Witness Whereof,** the parties have executed this Agreement as of the date firstwritten above.           **“the Company”**   **“Consultant”**             **Sedona Corporation**                            By:     By:                          Name:     Name:                          Title:     Title:                          Address :   Address:                      
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**Exhibit A****SERVICES # 100**