Exhibit 10.14


 


 


 


AGREEMENT


 


This Agreement (this “Agreement”)
is made and entered into as of this 14th day of March, 2008 (the “Effective
Date”) by and between InnerWorkings, Inc., a Delaware corporation (the
“Company”), and Eric P. Lefkofsky, an individual residing in the State
of Illinois (“Lefkofsky”).


 


RECITALS


 


WHEREAS, Lefkofsky was
instrumental in the formation and development of the Company;


 


WHEREAS, in light of
Lefkofsky’s historical role and to benefit from the valuable perspective gained
from this involvement, the Company’s management and Board of Directors have
consulted, and expect to continue to consult, with Lefkofsky on a regular
basis; and


 


WHEREAS, in order to
secure the opportunity to continue to benefit from Lefkofsky’s perspective and
insights in a manner consistent with past practices, the parties are entering
into this Agreement upon the terms and conditions hereinafter contained,
effective as of the Effective Date;


 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth herein and the mutual
benefits accruing to the Company and Lefkofsky from the independent contractor
relationship to be established between the parties by the terms of this
Agreement, the parties hereby agree as follows:


 


1.                                       Term
of Agreement.  This Agreement shall
have a term of one (1) year commencing on the Effective Date (the “Term”).  The Term may be extended on a monthly or
annual basis upon the mutual written consent of the Company and Lefkofsky.


 


2.                                       Scope
of Engagement.  Lefkofsky will,
during the Term and as requested by the Company, provide part-time consulting
and advisory services to the Company, including the Board of Directors of the
Company (the “Services”). 
Lefkofsky agrees to devote his commercially reasonable efforts, working
time and skill to the Services; provided, however, that in no event shall
Lefkofsky be required to provide more than twenty (20) hours of Services in any
calendar month.  The Services shall be performed by Lefkofsky, and Lefkofsky shall not
be required to employ others to perform the Services.


 


3.                                       Expense
Reimbursement.  Lefkofsky shall be
eligible to receive reimbursement for reasonable out-of-pocket expenses
incurred in connection with the performance of the terms of this Agreement,
provided that such reimbursement is directly related to the Services.  Lefkofsky shall provide the Company with
documentation evidencing all requests for reimbursement of such expenses.


 


4.                                       Assignment
of Rights.  The rights and
obligations of Lefkofsky under this Agreement are personal rights and
obligations of Lefkofsky, including the obligations to have all 


 


 


 

















 


Services performed by Lefkofsky, and may not be assigned or transferred
to any other person, firm, corporation, or other entity without the prior
written consent of the Company.  The
Company may assign or transfer its rights under this Agreement to any entity of
which the Company owns more than fifty (50%) percent of the voting interests,
provided that any such assignee or transferee expressly assumes the obligations
of the Company provided under this Agreement.


 


5.                                       Termination.  The Company or Lefkofsky may terminate this
Agreement at any time upon thirty (30) days written notice to the other party;
provided, however, that the Company’s obligations under Sections 3 and 10 shall
survive any such termination.


 


6.                                       Rights
and Obligations Upon Termination. 
Upon termination of this Agreement, the Company’s obligation to pay any
amounts to Lefkofsky, except for reimbursement of any reasonable out-of-pocket
expenses incurred prior to such termination, shall cease.


 


7.                                       Acknowledgments
by Lefkofsky.  Lefkofsky hereby
acknowledges that:


 


(a)                                  Lefkofsky’s
sole remuneration for the services described herein will be the amounts
described in Sections 3 and 10 hereof, and Lefkofsky agrees that he shall not
be entitled to any other payments for his services, including, without
limitation, salary, bonuses, commissions or benefits.


 


(b)                                 Lefkofsky
is not authorized to enter into contracts or agreements on behalf of the
Company or to otherwise create obligations of the Company or to third parties
in performing the Services under this Agreement.


 


8.                                       Covenants,
Representations and Warranties. 
Lefkofsky hereby covenants, represents and warrants that:


 


(a)                                  Lefkofsky
is not under any pre-existing obligation inconsistent with the provisions of
this Agreement.


 


(b)                                 Lefkofsky
has the right, power and authority to enter into and perform this Agreement
without violating or infringing any third party rights.


 


(c)                                  During
the Term of this Agreement, Lefkofsky will comply with all laws and regulations
in the course of his performance of this Agreement, and the Services performed
hereunder will be performed, to the best of Lefkofsky’s ability, in a timely,
complete, professional and workmanlike manner, in accordance with industry
standards and in the best interests of the Company.


 


(d)                                 During
the Term of this Agreement, Lefkofsky will not defame, disparage, libel or
slander, or make any negative or derogatory statements concerning, the Company
or any of its stockholders, directors, officers, employees, representatives,
agents or affiliates (including any of their respective products, services,
customers, suppliers, licensors, employees or agents).


 


9.                                       Confidential
Information.


 


 


 


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(a)                                  Lefkofsky
acknowledges and agrees that in the course of the performance of the Services
pursuant to this Agreement Lefkofsky may be given access to, or come into
possession of, secret or confidential information of the Company, which information
may consist of proprietary data or other confidential information relative to
the activities of the Company (collectively, “Confidential Information”).  Lefkofsky further acknowledges and agrees
that he will not use, distribute, duplicate, divulge or disclose in any manner,
or permit any third party access to, any such Confidential Information, except
in connection with the performance of the Services under this Agreement and so
long as the secret or confidential nature of such Confidential Information is
preserved.


 


(b)                                 Lefkofsky
must notify the Company immediately upon discovering any breach of this
Agreement or unauthorized use of Confidential Information, and must use his
best efforts, and aid the Company, to recover possession of the Confidential
Information, and to prevent further dissemination and unauthorized use.


 


(c)                                  Lefkofsky
agrees that a violation by Lefkofsky of this Section 9 will cause
irreparable injury to the Company and that the Company shall be entitled
(without the posting of bond or any other form of security) to seek both
preliminary and permanent injunctive relief enjoining and restraining Lefkofsky
from doing or continuing to do any such act and any other violations or
threatened violations of this Section 9.  The remedies set forth in this Section 9
shall be in addition to, rather than in lieu of, any other rights and remedies
the parties may have at law or in equity.


 


10.                                 Indemnification.


 


(a)                                  The
Company agrees to indemnify and hold harmless Lefkofsky (including his affiliates)
from and against, and pay or reimburse Lefkofsky and such other indemnified
persons for, any and all actions, claims, demands, proceedings, investigations,
inquiries, liabilities, obligations, fines, deficiencies, costs, expenses,
royalties, losses and damages (whether or not resulting from third party
claims) related to or arising out of the execution, delivery or existence of
this Agreement or the performance by Lefkofsky of consulting or advisory
services for the Company whether occurring on, before or after the date of this
Agreement and whether provided hereunder or under any prior agreement,
understanding or otherwise, and to reimburse Lefkofsky and any other such
indemnified person for out-of-pocket expenses and reasonable legal and
accounting expenses incurred by him, her or it in connection with or relating
to investigating, preparing to defend, defending, asserting or prosecuting any
actions, claims or other proceedings (including any investigation or inquiry)
arising in any manner out of or in connection with the execution, delivery or
existence of this Agreement or Lefkofsky’s performance of such services
(whether or not such indemnified person is a named party in such proceeding); provided,
however, that the Company shall not be responsible under this Section 10
for any claims, liabilities, losses, damages or expenses to the extent that
they are finally judicially determined to have resulted from Lefkofsky’s (or
any other indemnified person’s) gross negligence, willful misconduct, bad faith
or knowing violation of applicable law.


 


(b)                                 Limitation
on Liability.  The Company also
agrees that Lefkofsky (or any other indemnified person) shall not have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company for or in connection with the retention of Lefkofsky pursuant to this 


 


 


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Agreement or the performance by Lefkofsky of his obligations under this
Agreement or otherwise, except to the extent that any such liability is finally
judicially determined to have resulted from Lefkofsky’s (or such other
indemnified person’s) gross negligence, willful misconduct, bad faith or
knowing violation of applicable law, in which case Lefkofsky’s aggregate
liability to the Company shall be limited to an amount equal to the aggregate
remuneration received by Lefkofsky pursuant to this Agreement.


 


(c)                                  Contribution.  If and to the extent that the indemnification
provided for in this Section 10 is not enforceable for any reason,
the Company agrees to make the maximum contribution possible pursuant to
applicable law to the payment and satisfaction of any actions, claims,
liabilities, losses and damages incurred by Lefkofsky or any other indemnified
persons for which they would have otherwise been entitled to be indemnified
hereunder.


 


11.                                 Return
of Materials.  Lefkofsky agrees that
all tangible property in whole or part used, compiled or created by Lefkofsky,
or made available to Lefkofsky, during the Term of this Agreement and relating
to Lefkofsky’s independent contractor relationship with the Company as set
forth in this Agreement shall be returned promptly to the Company if this
Agreement is terminated for any reason, or at any other time at the request of
the Company.


 


12.                                 Independent
Contractor.  Lefkofsky acknowledges
that he is acting as an independent contractor with respect to the Company for
the purposes of performing the Services, that Lefkofsky is solely responsible
for his actions or inactions, and that nothing in this Agreement shall be
construed to create a partnership, joint venture or employment relationship
with the Company for any purpose, including, without limitation: (i) for
federal, state or local income or employment tax, withholding or reporting
purposes, or (ii) for eligibility or entitlement to any benefit under any
Company employee benefit plans, including, without limitation, any health,
life, long-term disability, or retirement plan or program.  Lefkofsky hereby expressly waives his rights
to pursue any claim for benefits under an employee benefit plan.


 


13.                                 No
Undue Hardship.  Lefkofsky represents
that his experience and abilities are such that observance of this Agreement
will not cause Lefkofsky any undue hardship or unreasonably interfere with
Lefkofsky’s ability to earn a livelihood.


 


14.                                 Miscellaneous.


 


(a)                                  Notice.  Any notices, requests, demands or other
communication required or permitted hereunder will be in writing and may be (i) sent
by registered or certified mail, postage prepaid, return receipt requested, (ii) served
by personal delivery, (iii) made by facsimile transmission (with
confirmation of receipt), or (iv) sent by overnight courier service to the
receiving parties as follows:


 


	
  If to the Company:

  	
   

  	
  InnerWorkings, Inc. 

  
	
   

  	
   

  	
  600 West Chicago Avenue

  
	
   

  	
   

  	
  Suite 850

  
	
   

  	
   

  	
  Chicago, Illinois 60610

  
	
   

  	
   

  	
  Facsimile:

  	
  312-604-0022

  
	
   

  	
   

  	
  Attention:

  	
  Steven E. Zuccarini

  



 


 


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  If to Lefkofsky: 

  	
   

  	
  Echo Global Logistics, Inc. 

  
	
   

  	
   

  	
  600 West Chicago Avenue 

  
	
   

  	
   

  	
  Suite 725 

  
	
   

  	
   

  	
  Chicago, Illinois 60610 

  
	
   

  	
   

  	
  Facsimile:

  	
  312-604-0005 

  
	
   

  	
   

  	
  Attention:

  	
  Eric P. Lefkofsky 

  



 


Any such notice or
communication shall be deemed to be given, (i) if sent by registered or
certified mail, on the fifth (5) business day after the mailing thereof; (ii) if
delivered in person, on the date delivered; (iii) if made by facsimile
transmission, on the date transmitted; or (iv) if sent by overnight
courier service, on the date delivered as evidenced by the bill of lading.  Any party sending a notice or other communication
by facsimile transmission shall also send a hard copy of such notice or other
communication by one of the other means of providing notice set forth in this Section 14(a).


 


(b)                                 No
Waiver. 
The failure of any party to this Agreement to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver
or any breach of any of the terms and conditions of this Agreement, shall not
be construed as thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such forbearance or
waiver had occurred.


 


(c)                                  Binding
Effect. 
This Agreement shall be binding on and inure to the benefit of the
respective heirs, successors and permitted assigns of the parties.


 


(d)                                 Governing
Law. 
The validity, interpretation, performance, and enforcement of this
Agreement will be governed by the laws of the State of Illinois, without regard
to conflicts of laws principles.  Each of
the parties hereto (i) agrees that any suit, action or proceeding arising
out of or relating to this Agreement shall be brought solely in the state or
federal courts of the State of Illinois; (ii) consents to the exclusive
jurisdiction of each such court in any suit, action or proceeding relating to
or arising out of this Agreement; (iii) waives any objection that it may
have to the laying of venue in any such suit, action or proceeding in any such
court; and (iv) agrees that service of any court paper may be made in such
manner as may be provided under applicable laws or court rules governing
service of process.


 


(e)                                  Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY; PROVIDED,
HOWEVER, THAT THE PARTIES HERETO AGREE THAT SUCH WAIVER SHALL NOT BE DEEMED TO
CONSTITUTE A WAIVER OF ADJUDICATION  BY A
COURT HAVING APPROPRIATE JURISDICTION.


 


(f)                                    Entire
Agreement. 
This Agreement shall constitute the entire agreement between the parties
and any prior written or oral agreement between the parties shall not be
binding upon either party.


 


(g)                                 Interpretation.  Notwithstanding any
provisions in this Agreement to the contrary, 


 


 


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the parties agree that this Agreement shall be interpreted without
giving effect to any principle of construction that would otherwise require
this Agreement to be construed against a party that drafted it solely because
such party drafted this Agreement.


 


(h)                                 Modification.  Any modification of
this Agreement or additional obligation assumed by any party in connection with
this Agreement shall be binding only if placed in writing and signed by the
parties.


 


(i)                                     Paragraph
Headings. 
The titles to the paragraphs of this Agreement are solely for the
convenience of the parties and shall not be used to explain, modify or
simplify, or aid in the interpretation of the provisions of this Agreement.


 


(j)                                     Severability.  If a court of
competent jurisdiction finds any provision of the Agreement to be invalid or
unenforceable as to any person or circumstance, such finding shall not render
that provision invalid or unenforceable as to any other persons or
circumstances.  If feasible, any such
offending provision shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending provision cannot be so
modified, it shall be stricken and all other provisions of this Agreement in
all other respects shall remain valid and enforceable.


 


(k)                                  Legal
Counsel.  Each party hereby
acknowledges that he or it has had full opportunity to consult with counsel and
tax advisors of his or its selection in connection with the preparation and
negotiation of this Agreement.


 


(l)                                     Counterparts.  This Agreement may be executed in
counterparts, including counterparts transmitted by facsimile or electronic
transmission, each of which shall be an original as against any party whose
signature appears thereon and both of which together shall constitute one and
the same instrument.


 


[signature page follows]


 


 


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IN WITNESS WHEREOF,
Lefkofsky and the Company have executed and delivered this Agreement as of the
Effective Date.


 


	
  COMPANY:

  
	
   

  
	
  INNERWORKINGS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Nicholas J. Galassi

  
	
  Name:

  	
  Nicholas J. Galassi

  
	
  Title:

  	
  Chief Financial Officer

  
	
   

  
	
   

  
	
   

  
	
  /s/  Eric P. Lefkofsky

  
	
  Eric P. Lefkofsky