EXHIBIT 10.3


 


CONSULTING AGREEMENT


 


THIS AGREEMENT (this “Agreement”) made and entered into as of the
“effective date”(defined below) by and between PURCHASESOFT INC., a Delaware
corporation (“PURC”) and STUART WILLIAMSON, an individual (“Williamson”).


 


WHEREAS,
PURC desires to retain Williamson and Williamson desires to serve PURC as set
forth below, and


 


WHEREAS,
PURC and Williamson desire to set forth in this Agreement the terms and
conditions of such service during the term hereof.


 


NOW,
THEREFORE, it is mutually agreed by and between the parties hereto, as follows:


 


1.             Title.     PURC
hereby retains Williamson and Williamson hereby accepts the position as a
Vice-President of Support for PURC, subject to the approval of PURC’s Board of
Directors.


 


2.             Term.     The
term of this Agreement shall be from the effective date of first monthly
payment for a 1-year period, unless terminated sooner as provided in this
Agreement.


 


3.             Duties.     Williamson
agrees that during the term of this Agreement, he shall faithfully and
diligently perform all such duties and furnish all such services as are
necessary or appropriate and consistent with his position as set forth in
Section 1 above, and as the Board of Directors or the President of PURC shall
direct from time to time.


 


4.             Compensation.     During
the term of this Agreement with PURC, PURC agrees to compensate Williamson in
accordance with the following terms;


 


(a)          Base Compensation.  A monthly retainer fee of 1,200.(twelve
hundred) dollars per month for the period of the services provided.


 


(b)         Equity Participation in
the Company.  In consideration of the
services to be rendered by Williamson to PURC pursuant thereto, PURC herewith
agrees to grant and issue Williamson’s common stock of PURC in the amount of
Two Hundred and Forty Thousand Shares (240,000).  These shares shall vest in 1/12th installments on the last day of
each month during the term of this Agreement and be subject to the following
provisions: (a) if PURC terminates Williamson for cause or Williamson terminates
his position with PURC, any and all of Williamson’s shares which have not
vested prior to or as of such termination shall thereupon, and with no further
action, be forfeited and cease to be outstanding; (b) Subject to the other
provisions of this agreement and to the applicable provisions of Rule 144 of
the Securities Act of 1933, during the period commencing on the effective date
of this agreement and ending on which the common stock is registered under the
Act, Williamson shall not voluntarily or involuntarily sell, transfer, pledge,
anticipate, alienate, encumber or assign the shares (except by will or the laws
of descent and distribution of the state where Williamson is domiciled at the
time of his death), other than to PURC nor may the shares be attached or
garnished.  Except as provided herein,
Williamson shall have, in respect of the shares, all rights of a stockholder of
PURC.


 


5.             Benefits.  None.


 


6.             Restrictive
Covenants.     For a period of one (1) year
following any termination of Williamson’s Agreement with PURC for any reason,
including without limitation, termination occasioned by the resignation of
Williamson, Williamson shall not (nor shall be cause, or provide substantial
assistance to, anyone else to):


 

















 


(a)          Interfere with the relationship
of PURC with any of its employees, agents or representatives, including, but
not limited to, soliciting directly or indirectly any employee of PURC to leave
the employ of PURC.


 


(b)         Solicit directly or
indirectly on behalf of Williamson himself or another person or entity with who
Williamson may have become or anticipates becoming associated, the clients or
prospective clients of PURC who were clients or prospective clients of PURC
during the term of Williamson’s employment under this agreement.


 


(c)          Directly divert or
attempt to divert from PURC any business in which PURC has been actively
engaged during the term hereof, nor interfere with the relationships of PURC
with its clients.


 


In
addition to any other rights available to PURC, in the event of any breach or
threatened breach by Williamson of this Section 6, PURC shall be entitled to an
injunction from a court of competent jurisdiction restraining Williamson from
any of the acts described in this Section 6. 
Further, any material breach of this Section 6 by Williamson shall
result in the forfeiture by Williamson of any and all rights to any payments
and/or stock vesting hereunder which are unpaid and/or not fully vested at the
time of breach and in such event, PURC shall have no further obligation to pay
any amounts or vest any stock equity related thereto.  Nothing herein shall be construed as prohibiting PURC from
pursuing any other remedies available to PURC for such breach or threatened
breach, including the recovery of damages from Williamson.


 


7.             Termination.


 


(a)          Termination After
Execution.  Either PURC or Williamson
may terminate this Agreement hereunder after the execution of this Agreement
upon not less than thirty (30) days’ advance written notice to the other party.  Upon such termination by Williamson,
Williamson shall have no rights to any further payments under this
Agreement,  and except for any stock
accrued for Williamson’s services prior thereto.  Upon such termination by PURC [other than termination “for cause”
as defined in Section 7(c)], Williamson shall have no rights to any further
payments under this Agreement, and PURC shall be under no obligation to pay any
further amounts.


 


(b)         Death or
Disability.  This Agreement shall
terminate automatically on the death or disability of Williamson.  For purposes of this Agreement, Williamson
shall be deemed to be disabled if he is unable to engage in a significant
portion of the normal duties of his position with PURC as Vice President with or
without reasonable accommodation, by reason of physical or mental impairment
which can be expect to result in death or which has lasted or can be expected
to last for a continuous period of not less than six (6) months.


 


(c)          Indemnification.  The Company agrees to indemnify and hold
harmless Williamson from and against all losses, claims, damages, liabilities
and expenses incurred by them (including fees and disbursements of counsel)
which are related to or arise out of Williamson activities on behalf of the
Company under this Agreement except to the extent such losses have resulted
from the bad faith or willful misconduct of Williamson.


 


(d)         Termination by PURC for
Cause.  PURC may terminate this
Agreement immediately upon notice to Williamson.  For purposes of this Agreement, termination of Williamson by PURC
“for cause” shall mean termination based upon any one or more of the following:


 


i.                     Any material breach of
this Agreement by Williamson;


 


2

















 


ii.                  An act of dishonesty or
fraud by Williamson in connection with Williamson’s services hereunder;


 


iii.               Gross negligence or
willful misconduct in the performance of Williamson’s duties as determined in
good faith by PURC’s board of directors;


 


iv.              Failure by Williamson
to follow the reasonable directive of PURC’s President or Board of Directors;


 


v.                 Fraud or criminal
activity;


 


vi.              Embezzlement or
misappropriation by Williamson; or


 


vii.           Other misconduct by
Williamson which, in the sole judgment of PURC’s Board of Directors, makes his
continued relationship inconsistent with PURC’s best interests, which
misconduct has not ceased within ten (10) days after written notice thereof to
Williamson from PURC.  Upon any such
termination “for cause,” Williamson shall have no rights to any further
payments, nor any rights to further stock vesting under this Agreement, except
for any unpaid amounts of stock accrued for Williamson’s services prior
thereto.


 


(e)          Termination by PURC
Other Than For Cause.        At any time
during the term of this Agreement, PURC may terminate Williamson other than
“for cause” [as such term is defined in Section 7 (c)] upon thirty (30) days
written notice to Williamson.


 


8.             Representation.  Williamson represents and warrants that the
performance of the terms of this Agreement will not conflict with or result in
the breach of any other agreement to which Williamson is a party or by which
Williamson is bound.


 


9.             Survival.  Notwithstanding Section 7 of this Agreement,
the provisions of Section 6 of this Agreement shall survive any termination of
this Agreement by PURC or Williamson for such periods as are necessary to
enforce the provisions of Section 6 hereof.


 


10.           Waiver. 
The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of a breach of any
other provision or any subsequent breach.


 


11.           Assignment.  The rights and benefits of PURC under this Agreement shall be
transferable, and all covenants and agreements shall inure to the benefit of,
and be enforceable by its successors and assigns.  Williamson may not assign this Agreement, nor shall Williamson
hypothecate, delegate, encumber, alienate, transfer or otherwise dispose of his
rights and duties hereunder.


 


12.           Severability.     If
any clause, phrase, provision or portion of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable under
any applicable law, such event shall not affect or render invalid or
unenforceable the remainder of this Agreement and shall not effect the application
of any clause, provision, or portion hereof of any other person or
circumstance.


 


13.           Governing Law.  This Agreement shall be governed by and construed in accordance
with the laws of the State California, without giving effect to the provisions
thereof relating to conflicts of law.


 


14.           Amendment. 
No provision of this Agreement may be amended, modified, waived or
discharged unless such amendment, waiver, modification or discharge is agreed
to in a writing signed by Williamson and PURC.


 


15.           Attorneys’ Fees.  In the event of Williamson’s breach of Section 6 of this
Agreement, PURC shall be entitled to recover from Williamson any expenses
incurred in enforcing Section 6 of this Agreement, including, but not limited
to, reasonable attorneys’ fees of PURC.


 


3

















 


16.           Notices. 
All notices, requests, demands and other communications in connection
with this Agreement shall be made in writing and shall be deemed to have been
given when personally delivered, delivered by telecopy or deposited in the
United States mail by certified or registered mail, postage prepaid, addressed
as follows, or to such other address as a party shall designate by notice to
the other party:


 


(a)                                  If to PURC:


PurchaseSoft Inc.


Attn: James G. Doyle, General
Counsel


175 Church Street


Saratoga Springs, NY 12866


 


(b)                                 If to Williamson:


Stuart Williamson


271 Hudson Street


Northboro, MA 01532


 


19.           Entire Agreement.  This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and terminates and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.


 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement effective on the date first set forth above.


 


	
  PURCHASESOFT INC.

  	
   

  
	
   

  	
   

  
	
  /s/ Steven A. Flagg

  	
   

  
	
  Signature

  	
   

  
	
  Name:

  	
  Steven A. Flagg

  
	
  Title

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  STUART WILLIAMSON

  	
   

  
	
   

  	
   

  
	
  /s/ Stuart Williamson

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Stuart Williamson

  
				



 


4