Sample Business Contracts

Consulting Agreement - Perkin-Elmer Corp. and Robert H. Hayes

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                    CONSULTING AGREEMENT

The undersigned agrees to serve as a consultant to The
Perkin-Elmer Corporation upon the following terms:

1.   A.   Fee:   $15,000/year payable $3,750 quarterly
     B.   Term: 4/1/94 - 3/31/95
     C.   Reporting Relationship:  Riccardo Pigliucci
     D.   Field of Consultancy:  Membership on the ACE Board
          and other general management consulting services.

2.  You  are free to do work for others and yourself  during
the  time  which you do not devote to our projects and  your
duties  under this Agreement will not interfere  nor  be  in
conflict  with any government rules or regulations  or  your
duties  to  other  parties; however, you agree  to  promptly
notify Perkin-Elmer if and when you perform work related  to
the  work to be performed under this Agreement for any third
parties  who compete or may compete with Perkin-Elmer.   All
work  which results from performance of services under  this
agreement shall belong exclusively to Perkin-Elmer.

3.   You  agree to keep us fully informed of any  scientific
advances  you  may  make during the term of  this  Agreement
which result from, or are suggested by, any work you may  do
for  Perkin-Elmer.  Any inventions, patentable developments,
copyrightable materials and designs arising out of any  such
work  are  hereby  assigned to Perkin-Elmer without  further
compensation,  and  you  agree  to  cooperate  in  obtaining
patents  and  copyrights thereon.  Any  work  of  authorship
created  under this Agreement shall constitute a  "work  for
hire",  when so defined by the Copyright Act, and as to  any
work  not so defined, Consultant hereby transfers to Perkin-
Elmer  any and all right, title and interest Consultant  may
have in and to the copyright in such work.  You agree not to
disclose   to  others,  without  Perkin-Elmer's  permission,
either  during  or  after the term of  this  Agreement,  any
scientific   development,  trade  secret  or   manufacturing
technique  of Perkin-Elmer which is not generally  known  to
the  public.  Prior to publication, you will make  available
for   review  all  disclosures,  written  contributions   to
periodicals and scientific papers concerning or referring to
the subject matter within the purview of this Agreement.

4.   You agree that: proprietary information of Perkin-Elmer
will  remain  the trade secret and confidential property  of
Perkin-Elmer  and  will  be  held  by  you  in  secrecy  and
confidence; you will not use it for any purpose  other  than
performance   of   assigned  tasks  under  this   Consulting
Agreement;  you  will not make any record  or  copy  of  any
proprietary information; and that upon the request of Perkin-
Elmer  or  the  termination  of your  Consulting  Agreement,
whichever  occurs  first,  you  will  return  all   material
furnished to you by Perkin-Elmer.

Your  obligations  of confidentiality under  this  Agreement
will not extend to any information that (a) is known to  you
at  the date of this Agreement from a source other than  one
having an obligation of confidentiality to Perkin-Elmer, (b)
hereafter  becomes  known  to  you  independently   of   the
disclosure  by Perkin-Elmer except from a source  having  an
obligation of non-disclosure to Perkin-Elmer, or (c) becomes
publicly  known  as  by  public use  or  by  publication  or
otherwise  ceases  to be secret or confidential  through  no
fault of yours.

5.   Nothing in this Agreement will be construed as granting
you  any license, for any purpose, under any patent or other
intellectual property rights of Perkin-Elmer.   As  a  basis
for  payment, you will submit on the tenth of each month  an
invoice  showing the number of hours of service  during  the
previous month requested by your Reporting Relationship  and
actually  performed,  a  brief statement  of  work  done  by
project, and the amount due you.  It is not expected that it
will  be  necessary for Perkin-Elmer to provide any  special
facilities  or supplies for your use, although you  will  be
reimbursed for supplies and for expenses in connection  with
traveling  which is requested in advance and  authorized  in
writing  by your Reporting Relationship.  Either  party  may
terminate this Agreement  without cause at anytime upon five
(5)  days  prior written notice.  Thereafter, neither  party
shall  have  any  further obligation  under  this  Agreement
except for  the obligations relating to confidentiality  and
assistance in obtaining patents and copyrights.

If  the foregoing arrangements are satisfactory, please sign


BY:  / s / Riccardo Pigliucci


      / s /    Robert H. Hayes
NAME:          Robert H. Hayes

SS Number:        -  -   

ADDRESS:  53 Cedar Road
          Belmont, Massachusetts  02178

DATE:          March 17, 1994

Reviewed, and Approved,
Office of the General Counsel:

BY:  / s / William B. Sawch