Consultant Agreement



 Exhibit 10.2 
  
 INTELIDATA TECHNOLOGIES CORPORATION 
  
 CONSULTANT AGREEMENT 
  
 THIS AGREEMENT is made and entered into as of the 16th day of August, 2004 by and between InteliData Technologies Corporation (hereinafter called “InteliData”) a Delaware Corporation having its principal offices at 11600 Sunrise Valley Drive,
Suite 100, Reston, VA 20191 and Michael Jennings (hereinafter called “CONSULTANT”) with an address at 18536 Bridle Gate Lane, Pacific, MO 63069. 
  

	 	1.	SERVICES TO BE RENDERED 

  
 CONSULTANT shall provide to InteliData professional consulting services as are mutually agreed upon by the parties. Such services shall be rendered
primarily from CONSULTANT’S home but occasional travel to InteliData offices in Reston, Virginia or elsewhere may be required. 
  
 It is expected that CONSULTANT shall provide the Company approximately thirty-five (35) hours of services per month. 
  
 CONSULTANT shall provide all services as an independent contractor and shall
not be an employee of InteliData nor entitled to any benefits or insurance under any InteliData benefit plans. 
  

	 	2.	POINT OF CONTACT 

  
 POINT OF CONTACT within InteliData for assignments, reports and invoices shall be InteliData CEO, Alfred S. Dominick, Jr. 
  

	 	3.	TERM 

  
 The term of this Agreement shall be from August 16, 2004 until terminated in accordance with Section 5, below. 
  

	 	4.	PAYMENTS 

  
 As consideration for services provided, InteliData shall pay CONSULTANT at the following rate: $3,333.33 per month. All expenses including travel must be
preapproved by InteliData and CONSULTANT must invoice InteliData within two weeks of incurring expenses. 
  

	 	5.	TERMINATION 

  
 This Agreement may be terminated by either party at any time, provided that termination shall be effective fourteen (14) days following receipt by the
non-terminating party of a written notice of termination from the terminating party. Termination of this Agreement shall not affect CONSULTANT’s obligations hereunder which are, by their terms or meaning, of a continuing nature, and such
obligations shall remain in full force and effect 







 as provided elsewhere herein. 
  

	 	6.	NOTICES 

  
 All notices required or permitted pursuant to this Agreement shall be deemed given if and when personally delivered in writing to the party or its
designated agent or representative or if and when deposited with the United States Postal Service, registered or certified mail, return receipt requested, postage prepaid, and properly addressed. All notices shall be addressed: 
  

			
	TO InteliData:	  	InteliData Technologies Corporation
	 	  	11600 Sunrise Valley Drive
	 	  	Suite 100
	 	  	Reston, VA 20191
	 	  	Attn: Human Resources
		
	TO CONSULTANT:	  	Michael Jennings
	 	  	18536 Bridle Gate Lane
	 	  	Pacific, MO 63069

  

	 	7.	INDEMNIFICATION 

  
 In the event CONSULTANT enters any premises occupied by or under the control of InteliData in the performance of work or the providing of services
pursuant to this Agreement, CONSULTANT shall indemnify and hold harmless InteliData, its officers, and employees from any loss, cost, damage, expense or liability of every nature and kind which InteliData may incur arising out of, as a result of, or
in connection with such performance or providing of services occasioned either in whole or in part by the actions or omissions of CONSULTANT. 
  

	 	8.	PROPRIETARY INFORMATION 

  
 CONSULTANT recognizes and acknowledges that (a) in the course of CONSULTANT’s consultancy to InteliData it may be necessary for CONSULTANT to acquire
information which could include, in whole or in part, information concerning InteliData’s sales, customers and prospective customers, InteliData’s computer programs, system documentation, special hardware, product hardware, related
software development, inventions, or other confidential or proprietary information belonging to InteliData or related to InteliData’s affairs (collectively referred to herein as “Confidential Information”); (b) the Confidential
Information is the property of InteliData; (c) the unauthorized use, misappropriation or disclosure of the Confidential Information will constitute a breach of trust and could cause irreparable harm to InteliData; (d) it is essential to the
protection of InteliData’s competitive position that the Confidential Information be kept secret and that CONSULTANT not disclose the Confidential Information to others or use the Confidential Information to CONSULTANT’s own advantage or
the advantage of others. 
  

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	 	9.	OWNERSHIP OF CONSULTANT’S WORK PRODUCT 

  
 CONSULTANT agrees that any material, including software design, coding, and documentation (hereinafter “Work Product”) produced by CONSULTANT
under this Agreement has and will continue to be commissioned as a work for hire, and that all Work Product and all intellectual property rights in any such Work Product prepared, developed or produced by or on behalf of CONSULTANT for InteliData,
belong solely to InteliData. In the event that the Work Product, either in part or in whole, is not considered to be a work for hire under applicable laws, CONSULTANT hereby assigns and quitclaims all of its rights, title and interest, including
intellectual property rights, in the Work Products to InteliData. Whenever requested to do so by InteliData, CONSULTANT shall execute any and all applications, assignments, or other instruments which InteliData shall deem necessary to apply for and
obtain patents or copyrights of the United States or any foreign country or to otherwise protect InteliData’s interest therein. Such obligation shall continue beyond the termination of CONSULTANT with respect to Work Product authored, conceived
or made by CONSULTANT during the period of consultancy, and shall be binding upon CONSULTANT’s assigns, executives, administrators and other legal representatives. 
  

	 	10.	DUTIES 

  
 CONSULTANT agrees to devote his best efforts to the performance of his duties for InteliData, to give proper time and attention to furthering
InteliData’s business, and to comply with all rules, regulations, and instruments established or issued by InteliData. CONSULTANT further agrees that during the term of this Agreement, CONSULTANT shall not, directly or indirectly, engage in any
business which would detract from CONSULTANT’s ability to apply his best efforts to the performance of his duties hereunder. CONSULTANT also agrees that he shall not usurp any corporate opportunities of InteliData. 
  

	 	11.	RETURN OF MATERIALS 

  
 Upon the termination of CONSULTANT’s consultancy with InteliData for any reason, CONSULTANT shall promptly deliver to InteliData all materials or
documents concerning InteliData’s customers or concerning products or processes used by InteliData and, without limiting the foregoing, will promptly deliver to InteliData any and all documents or materials containing or constituting
Confidential Information. 
  

	 	12.	NONSOLICITATION OF CUSTOMERS 

  
 CONSULTANT agrees that, during his consultancy with InteliData he shall not, directly or indirectly, solicit the trade of, or trade with, any customer of
InteliData without the express written consent of InteliData. 
  

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	 	13.	NONSOLICITATION OF EMPLOYEES 

  
 CONSULTANT agrees that, during his consultancy with InteliData and for one (1) year following termination of CONSULTANT’s consultancy with
InteliData, with or without cause, CONSULTANT shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of InteliData to leave InteliData for any reason whatsoever or hire any employee of InteliData.

  

	 	14.	APPLICABLE LAW AND VENUE 

  
 This Agreement shall be governed by, and construed in accordance with the laws of the Commonwealth of Virginia. Any court action brought by either party
concerning this agreement shall be brought only in the courts of Virginia. 
  

	 	15.	SEVERABILITY 

  
 The provisions of this contract are severable so that should any provision hereof be found invalid for any reason such invalidity shall not affect the
validity of this contract or its other provisions. 
  
 IN WITNESS
WHEREOF, the parties have executed this Agreement effective as of the day and year first above written. 
  

							
	InteliData Technologies Corporation	 	CONSULTANT:
				
	BY:	 	 /s/ Alfred S. Dominick, Jr.

	 	BY:	 	 /s/ Michael E. Jennings


	 	 	Alfred S. Dominick, Jr.	 	 	 	Michael E. Jennings
				
	TITLE:	 	Chief Executive Officer	 	SSN:	 	###-##-####

  

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