exv10w112






EXHIBIT 710.112




EXHIBIT 10.112




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



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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 portion of the Confidential Information that Consultant can
document by competent proof that such portion: (a) was in the public domain at the time it
was communicated to Consultant by the Company; (b) entered the public domain through no
fault of Consultant, subsequent to the time it was communicated to Consultant by the
Company; (c) was in Consultant’s possession free of any obligation of confidence at the time
it was communicated to Consultant by the
Company; (d) was rightfully communicated to Consultant free of any obligation of confidence
subsequent to


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the time it was communicated to Consultant by the Company; (e) was developed
by employees or agents of Consultant independently of and without reference to any
information communicated to Consultant by the Company; or (f) was communicated by the
Company 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 Confidential
Information in response to a valid order by a court or other governmental body, as otherwise
required by law. All Confidential Information furnished to Consultant by the Company is the
sole and exclusive property of the Company or its suppliers or customers. Upon request by
the Company, Consultant agrees to promptly deliver to the Company the original and any
copies 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 Confidential
Information and Prevention of Insider Trading and Tipping Employee’s/Consultant’s Agreement,
attached as Exhibit B hereto; (ii) Sedona Corporation Privacy and Security Policy, attached
as 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 and
Ethics, attached as Exhibit F hereto.



9. No Conflict of Interest. During the term of this Agreement, Consultant will not accept
work, enter into a contract, or accept an obligation from any third party, inconsistent or
incompatible with Consultant’s obligations, or the scope of services rendered for the
Company, under this Agreement. Consultant warrants that there is no other contract or duty
on its part inconsistent with this Agreement. Consultant agrees to indemnify the Company
from any and all loss or liability incurred by reason of the alleged breach by Consultant of
any 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 Effective
Date 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 such
anniversary date that the Agreement shall not renew. The parties shall mutually agree on
additional fees to be paid to the Consultant for any services performed after the initial
term.



          10.2 Termination by the Company. The Company may terminate this Agreement with or
without cause, at any time upon fifteen (15) days prior written notice to Consultant. The
Company also may terminate this Agreement or any Services: (i) upon thirty (30) days written
notice in the event of a material breach by Consultant of this Agreement, provided that, such
breach remains uncured at the end of such thirty (30) day period; or (ii) immediately in its
sole 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 any
termination or expiration of this Agreement.




11. Noninterference with Business. During this Agreement, and for a period of one year
immediately following its termination, Consultant agrees not to interfere with the business
of the Company in any manner. By way of example and not of limitation, Consultant agrees not
to solicit or induce any employee or independent contractor to terminate or breach an
employment, contractual or other relationship with the Company.




12. Successors and Assigns. Consultant may not subcontract or otherwise delegate its
obligations under this Agreement without the Company’s prior written consent. Subject to the
foregoing, 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 shall
be delivered as follows with notice deemed given as indicated: (i) by personal delivery when
delivered personally; (ii) by overnight courier upon written verification of receipt; (iii)
by telecopy or facsimile transmission upon acknowledgment of receipt of electronic
transmission; or (iv) by certified or registered mail, return receipt requested, upon
verification of receipt. Notice shall be sent to the addresses set forth below or such other
address as either party may specify in writing.




14. Governing Law. This Agreement shall be governed in all respects by the laws of the United
States of America and by the laws of the State of Pennsylvania, as such laws are applied to
agreements 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 be
illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining
provisions 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 by
Consultant shall not operate or be construed as a waiver of any other or subsequent breach
by Consultant.




17. Injunctive Relief for Breach. Consultant’s obligations under this Agreement are of a
unique character that gives them particular value; breach of any of such obligations will
result in irreparable and continuing damage to the Company for which there will be no
adequate remedy at law; and, in the event of such breach, the Company will be entitled to
injunctive relief and/or a decree for specific performance, and such other and further
relief as may be proper (including monetary damages if appropriate).




18. Entire Agreement. This Agreement constitutes the entire agreement between the parties
relating to this subject matter and supersedes all prior or contemporaneous oral or written
agreements concerning such subject matter. The terms of this Agreement will
govern all services undertaken by Consultant for the Company. This Agreement may only be
changed 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 first
written above.


	 	 	 	 	 	 	 	 	 	 	 
	“the Company”	 	 	 	“Consultant”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sedona Corporation	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	Name:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address
	 	:	 	 	 	Address:	 	 	 	 
	 
	 	 
	 	 	 	 	 	 
	 	 
	 
	 	 	 	 
	 	 





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Exhibit A




SERVICES # 100

UNDER CONSULTING AGREEMENT FOR PROFESSIONAL SERVICES




Dated: September 18, 2008



Project:



Consultant shall render such services as the Company may from time to time request in connection
with day to day operational management of the Sedona Corporation, including, without limiting the
generality of the foregoing:



Formulating and executing the Company’s business strategy



Providing senior level counsel as to the business and operations of the Company



Directing the day to day management of the Company affairs



Representing the Company in relationships and business dealings within the financial services
industry and other markets pursued by the Company



Participating in and supporting the activities of the Board of Directors



And negotiating Consultant’s role as President and CEO of the Corporation.



Schedule of Work:



The work will commence on September 18, 2008, and shall be completed by December 18, 2008.



Fees and Reimbursement:





	A.	 	 Fee: $ 60,000.
	 
	B.	 	Reimbursement for the following, as approved in advance by the Company:






	 	1.	 	Outside services at cost:
	 
	 	2.	 	Direct charges at cost:
	 
	 	3.	 	Travel and subsistence at cost:
	 
	 	4.	 	COBRA health insurance premiums, not to exceed $1,200 per month






	 	 	Consultant shall invoice the Company on December 1, 2008 with payment due January 5, 2009,
for services. Consultant shall submit expense reports periodically and shall provide such
reasonable receipts or other documentation of expenses as the Company might request.
Expenses will be reimbursed within 30 days of receipt by the Company




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In Witness Whereof, the parties have executed this Services as of the date first written
above.


	 	 	 	 	 	 	 	 	 	 	 
	“the Company”	 	 	 	“Consultant”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Sedona Corporation.	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	By:	 	 	 	 
	 
	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	Name:	 	 	 	 
	 
	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	Title:	 	 	 	 
	 
	 	 

	 	 	 	 	 	 

	 	 






A-2