Sample Business Contracts

Consultant Agreement - eResearchTechnology Inc. and Joel Morganroth

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                            eResearchTechnology, Inc.

                              CONSULTANT AGREEMENT

The following agreement is hereby entered into between, Joel Morganroth, M.D.,
P.C. (hereinafter known as Consultant) and eResearchTechnology, Inc. (together
with its affiliated corporations hereinafter known as the "Company"), and having
its principal offices at 30 S. 17th Street, Philadelphia, PA 19103


           a)   Consultant agrees to provide Joel Morganroth, M.D. ("Dr.
                Morganroth") to advise the Company on matters related to the
                successful operation, marketing and business development of the
                Company's Diagnostic Business Unit (DX), on a best efforts basis
                to achieve annual goals established with the Board of Directors.

           b)   Goals for 2001 will include DX consultation including reading
                ECGs (estimated at 50,000 or more per year), primary
                responsibility for $3.3 million of DX revenue, business
                development leadership in the drug development industry and at
                certain pharmaceutical and health provider accounts, and DX
                revenues exceeding $18 million. The CFO will prepare a report
                quarterly on performance related to the goals. Goals of a
                similar nature will be developed for each year this Agreement
                remains in force.


           Consultant will conduct himself in a professional and ethical manner
           at all times and will comply with all Company policies as well as all
           State and Federal regulations and laws as they may apply to the
           services, products, and business of the Company.

3.         Compensation

           a)   Base fees shall be $180,000/year payable in twelve equal
                installments of $15,000 by the 15th of each month plus incentive
                fees of $48,000/year payable $12,000 quarterly by the 15th of
                the following month if goals are met. Consultant will be
                eligible for other incentive compensation awarded by the Board
                for exceptional performance.

           b)   Consultant will be reimbursed for reasonable out of pocket
                expenses when properly documented.

           c)   Consultant agrees to maintain his medical licenses and insurance
                as required to carry out the duties described herein, which will
                be reimbursed by the company when properly documented not to
                exceed $13,000 per year.

           d)   Consultant shall be acting as an independent contractor and not
                as an employee of the Company. Payment of any tax and/or social
                security liabilities relative to this compensation shall be the
                responsibility of the Consultant.




           Consultant acknowledges that consultancy for the Company requires him
           to have access to confidential information and material belonging to
           the Company, including customer lists, contracts, proposals,
           operating procedures, and trade secrets. Upon termination of the
           consulting relationship for any reason, Consultant agrees to return
           to the Company any such confidential information and material in his
           possession with no copies thereof retained. Consultant further
           agrees, whether during the term of this agreement with the Company or
           any time after the termination thereof (regardless of the reason for
           such termination), he will not disclose nor use in any manner, any
           confidential or other material relating to the business, operations,
           or prospects of the Company except as authorized in writing by the

5.         INVENTIONS

           a)   Consultant agrees to promptly disclose to the Company each
                discovery, improvement, or invention conceived, made, or reduced
                to practice during the term of this agreement. Consultant
                further agrees to grant to the Company the entire interest in
                all of such discoveries, improvements, and inventions and to
                sign all patent/copyright applications or other documents needed
                to implement the provisions of this paragraph without additional
                consideration. Consultant further agrees that all works of
                authorship subject to statutory copyright protection developed
                jointly or solely, during the term of this agreement shall be
                considered property of the Company and any copyright thereon
                shall belong to the Company. Any invention, discovery, or
                improvement conceived, made, or disclosed, during the one year
                period following the termination of this agreement shall be
                deemed to have been made, conceived, or discovered during the
                term hereof.

           b)   If publication of data generated from studies conducted under
                the auspices of the Company is anticipated, Consultant agrees to
                obtain permission from the Company for such publication.


           During the continuance of this Agreement and for a period of one year
           thereafter (regardless of the reason for termination), Consultant
           agrees that it will not, directly or indirectly, in any way for its
           own account, as employee, stockholder, partner or otherwise, or for
           the account of any other person, corporation, or other entity,
           inappropriately or unethically solicit clients, Company employees or
           independent contractors that would interfere with the business of the


           Consultant hereby assures the Company that he/she is not currently
           restricted by any existing employment or non-compete agreement that
           would conflict with the terms of this Agreement.


           The term of this Agreement will be effective as of May 21, 2001 and
           will continue from year to year unless terminated.

9.         TERMINATION

           a)   The Company may terminate consulting services at any time
                without the need to show cause upon 90 days written notice to


           b)   The Company may terminate consulting services without notice for
                failure to meet obligations under the Agreement. The following,
                as determined by the Company in its reasonable judgment, shall
                constitute failure to meet these obligations:

                (1)   Consultant's failure to perform services or meet goals
                      defined under the scope of the project.

                (2)   Any misconduct which is injurious to the business or
                      interests of the Company.

                (3)   Violation of any federal, state, or local law applicable
                      to the business of the Company.

                (4)   Any material breach of this agreement.

           c)   The Consultant will be notified on any alleged breach in writing
                and be allowed 60 days to cure any deficiency. Upon any
                termination pursuant to subparagraph (a) and (b) above, the
                Consultant shall be entitled to no further fees or payments
                hereunder, except those which shall have accrued to the date of


           a)   This Agreement and any disputes arising here from shall be
                governed by Pennsylvania law.

           b)   In the event that any provision of this Agreement is held to be
                invalid or unenforceable for any reason, including without
                limitation the geographic or business scope or duration thereof,
                this Agreement shall be construed as if such provision had been
                more narrowly drawn so as not to be invalid or unenforceable.

           c)   This Agreement supersedes all prior agreements, arrangements,
                and understandings, written or oral, relating to the subject
                matter with the Company or its affiliates. Without limiting the
                foregoing, this Agreement replaces and supersedes in full the
                Consultant Agreement between the Company or its affiliates and
                Consultant, which is hereby terminated in full.

           d)   The failure of either party at any time or times to require
                performance of any provision hereof shall in no way affect the
                right at a later time to enforce the same.

           e)   The provisions of paragraphs 4,5,6,7 and 9(a) hereof are
                intended to apply equally to the Consultant and Dr. Morganroth,
                and the Consultant will assure Dr. Morganroth's compliance with
                the same.

For Consultant:                                For the Company:

   /s/  Joel Morganroth                           /s/ Bruce Johnson
---------------------------                    ----------------------------

Date:  May 21, 2001                            Date:    May 21, 2001
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