printer-friendly

Sample Business Contracts

Service Agreement - Innovex plc and David Findlay White

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                            DATED 2nd September 1994






                          (1)      INNOVEX PLC

                                     - and -

                          (2)  DAVID FINDLAY WHITE







                   ------------------------------------------

                                SERVICE AGREEMENT

                   ------------------------------------------

















                                  Hobson Audley
                                7 Pilgrim Street
                                 London EC4V 6DR



<PAGE>   2



THIS AGREEMENT is made the 2nd day of September 1994

BETWEEN:

(1)      INNOVEX PLC ("the Company") registered in England under number 1413055
         whose registered office is at Innovex House, Marlow Park, Marlow,
         Bucks; and

(2)      DAVID FINDLAY WHITE of Boughmoor Farm, Timbersbrook, Congleton,
         Cheshire CW123PS ("the Director").

IT IS HEREBY AGREED as follows:

1.       Interpretation

1.1      In this Agreement the following words and expressions shall have the
         following meanings:

         "Associated Company": in relation to the Company, another company which
         is a subsidiary of, or a holding company of, or another subsidiary of
         a holding company of, the Company;

         "the Board": the Board of Directors from time to time of the Company
         including any Committee of the Board duly appointed by it;

         "the Bonus Incentive Scheme": the bonus scheme for executives operated
         by the Company from time to time;

         "the Business": the carrying on of the business of the provision of
         advice and services connected with the provision of contract hire human
         resources and clinical research to serve the pharmaceutical industry;

         "Industrial Property": includes inventions, designs, processes,
         formulae, notations, improvements, know-how, goodwill, reputation,
         moulds, get-up, logos, devices, plans, models, literary, dramatic
         musical and artistic works as defined by the Copyright Designs and
         Patents Act 1988;

         "Industrial Property Rights": includes patents, trademarks, designs,
         trade names, goodwill. Copyrights, and all other forms of industrial or
         intellectual property (in each case in any part of the world and
         whether or not registered or registrable and to the fullest extent
         thereof and for the full period thereof and all extensions and renewals
         thereof) and all applications for registration thereof, and all rights
         and interests thereto and therein;


                                       -2-

<PAGE>   3



         "Production": (and consonant expressions) used in relation to
         Industrial Property includes the invention, creation, discovery,
         design, research, development and manufacture thereof;

         "relevant Industrial Property": all Industrial Property produced
         invented or discovered by the Director either alone or with any other
         person at any time now or hereafter during the Continuance in force of
         this Agreement (whether or not in the course of his employment
         hereunder) which is Industrial Property of the kind produced at any
         such time by the Company or any Associated Company, or relates directly
         or indirectly to the business of the Company or any Associated Company
         or which may in the opinion of the Company be capable of being used or
         adapted for use therein or in connection therewith;

         "the Restricted Territories": the United Kingdom, the Channel Islands,
         the Isle of Man, the Republic of Ireland, the Federal Republic of
         Germany and the United States of America;

         "subsidiary" and "holding company": the meanings respectively ascribed
         thereto by Section 736 of the Companies Act 1985;

         "the 1978 Act":  the Employment Protection (Consolidation) Act 1978.


1.2      References in this Agreement to statutes shall include any statute
         modifying, re-enacting, extending or made pursuant to the same or which
         is modified, re-enacted, or extended by the same.

1.3      Headings are for ease of reference only and shall not be taken into
         account in the construction of this Agreement.

2.       Appointment

         The Company hereby engages the Director and the Director hereby agrees
         to serve the Company as a director of the Company and as Group Chief
         Executive Officer upon the terms and conditions hereinafter appearing.

3.       Term

3.1      The Director's employment hereunder shall commence on 1st September
         1994 ("the Commencement Date") and shall continue (subject to earlier
         termination as provided for herein) for an initial term of two years
         expiring on the second anniversary of the Commencement Date and
         thereafter until terminated by either party giving to the other twelve
         months' prior notice such notice to expire at or at any time after the
         second anniversary of the Commencement Date.

3.2      The Company shall be entitled to pay salary in lieu of notice.


                                       -3-

<PAGE>   4



3.3      No previous period of employment shall count as part of the Director's
         continuous period of employment with the Company for the purposes of
         the 1978 Act.

3.4      In the event that the Company gives notice to terminate the employment
         of the Director under this Agreement the Director agrees:

         (a)      that for a period not exceeding the period of such notice the
                  Board may in its absolute discretion require the Director to
                  perform only such duties as it may allocate to him or not to
                  perform any of his duties under this Agreement and/ or to
                  exclude him from any premises of the Company or of any
                  Associated Company (without providing any reason therefor);
                  and

         (b)      that such action taken on the part of the Company shall not
                  constitute a breach of this Agreement of any kind whatsoever
                  in respect of which the Director has any claim against the
                  Company;

PROVIDED ALWAYS that throughout the period of any such action the Director's
salary and all other contractual benefits shall continue to be paid and provided
to him unless and (until his employment shall be terminated).

4.       Powers, Duties, and Working Hours

4.1      During the continuance of his employment hereunder the Director shall:

         (a)      unless prevented by ill health or accident devote all of his
                  time and all his attention and abilities during normal
                  business hours to carrying out his duties hereunder;

         (b)      carry out his duties in a proper and efficient manner and use
                  his best endeavors to promote and maintain the interests and
                  reputation of the Company and of its Associated Companies;

         (c)      exercise such powers and perform such duties in relation to
                  the business of the Company and/or of its Associated Companies
                  as may from time to time be vested in or assigned to him by
                  the Board; such powers and duties may from time to time fall
                  outside the normal ambit of the Director's position but will
                  not be duties inappropriate to the Director's status;

         (d)      comply with all reasonable directions from time to time given
                  to him by the Board and with all rules and regulations form
                  time to time laid down by the Company concerning its employees
                  which are consistent with this Agreement;


                                       -4-

<PAGE>   5



         (e)      the Director shall as soon as reasonably practicable relocate
                  his residence to within a reasonable commuting distance of
                  Marlow, Bucks. Notwithstanding the foregoing the Director
                  shall work at such location in the United Kingdom as the
                  Company shall require from time to time and, if the Company
                  shall so require for this purpose. The Company shall bear the
                  Director's reasonable moving expenses in compliance with the
                  foregoing provisions of this sub-clause 4.1(e) in accordance
                  with its then current policy for the relocation of executives;
                  and

         (f)      travel to such places (whether within or outside the United
                  Kingdom) in such manner and on such occasions as the Company
                  may from time to time reasonably require.

4.2      The Director's normal working hours shall be such hours as are
         reasonably necessary for the proper performance of the Director's
         duties.

5.       Reporting

The Director shall report to the Board and shall keep the Board informed of his
conduct of the affairs of the Company and its Associated Companies.

6.       Remuneration

6.1      During the continuance of his employment hereunder the Director shall
         be paid a salary at the initial rate of (pound)120,000 per annum which
         shall be reviewed annually on or with effect from 1st April each year
         but without commitment to increase (the first such review to be made on
         or to take effect from 1st April 1995) and such salary shall accrue
         from day to day and be paid by equal monthly installments in arrears on
         the last day of each month or if that is not a business day the
         immediately preceding business day.

6.2      Notwithstanding anything to the contrary contained in the Articles of
         Association of the Company or of any Associated Company the Director
         shall not be entitled to any remuneration as an officer or employee of
         the Company or of any Associated Company in addition to that specified
         in this Agreement.

7.       Expenses

         The Company shall reimburse to the Director all reasonable travelling,
         hotel, entertainment and other out-of-pocket expense, properly incurred
         by him in the proper performance of his duties subject to production if
         required of receipts and Vouchers.



                                       -5-

<PAGE>   6



8.       Company Car

8.1      The Company shall provide the Director with a motor car up to the value
         of (pound)35,000 and commensurate with the Director's position for the
         purpose of performing his duties hereunder and the Company shall bear
         the cost of all petrol and oil, both business and private mileage, and
         all other expenses reasonably and properly incurred by him in the use
         of such motor car. The vehicle shall be replaced in accordance with the
         Company's car fleet policy from time to time.

8.2      The Director shall take good care of the vehicle and procure that the
         provisions and conditions of any policy of insurance relating thereto
         are observed in all respects, and shall comply with all regulations of
         the Company relating to company cars.

8.3      Upon the determination (howsoever arising) of his employment hereunder
         the Director shall forthwith return the vehicle, its keys and all
         documents relating to it to the Company at its principal place of
         business or as otherwise directed by the Company.


9.       Pension, etc. Benefits

9.1      The Company will make contributions to a personal pension plan equal to
         10% of the Director's salary.

9.2      During the continuance of his employment hereunder the Director shall
         be entitled to participate at the Company's expense in the Company's:

         (a)      life assurance scheme; and

         (b)      permanent health scheme;

         subject to the rules of the schemes and in accordance with the
         Company's participation policy from time to time.

9.3      During the continuance of his employment hereunder the Director shall
         be entitled to participate in:

         (a)      the Company's Bonus Incentive Scheme; and

         (b)      the Innovex Limited profit related pay scheme; subject to the
                  rules of such schemes as from time to time amended.

9.4      The Director will be invited to participate in the Innovex PLC 1993
         Executive Share Option Scheme.

                                       -6-

<PAGE>   7



10.      Holidays

10.1     In addition to bank and other public holidays the Director shall be
         entitled in every calendar year to 30 working days' paid holiday, 27
         days to be taken at such time or times as may be approved by the Board
         and 3 days to be taken at such time as shall be designated by the Board
         PROVIDED THAT to the extent that any holiday entitlement is not taken
         in any calendar year the same shall be lost.

10.2     Holiday entitlement shall be deemed to accrue at the rate of 2.5 days
         per month and on the determination of his employment hereunder the
         Director shall be entitled to pay in lieu of outstanding holiday
         entitlement and shall be required to repay to the Company pay for
         holiday taken in excess of his actual entitlement and for the purposes
         of this Clause the basis for payment shall be 1/261 annual salary for
         each day's holiday entitlement.

11.      Incapacity

11.1     If the Director is absent from work due to illness or accident he shall
         notify the Company Secretary as soon as possible and if this incapacity
         continues for seven or more consecutive days or for more than fourteen
         working days in any year he shall submit a doctors certificate to the
         Company.

11.2     If the Director is absent from work due to illness or accident duly
         notified and certified in accordance with Clause 11.1 the Company shall
         pay the Director his full remuneration (including bonus/commission) for
         up to an aggregate of 130 working day, absence in any period of twelve
         months and thereafter such remuneration (if any) as the Board shall in
         its discretion approve.

11.3     The remuneration paid under Clause 11.2 shall include any Statutory
         Sick Pay payable and when this is exhausted shall be reduced by the
         amount of any Social Security Sickness Benefit or other benefit,
         recoverable by the Director (whether or not recovered).

11.4     The Company may at its expense at any time whether or not the Director
         is then incapacitated require the Director to submit to such medical
         examinations and tests by doctor(s) nominated by the Company and the
         Director hereby authorises such doctor(s) to disclose to and discuss
         with the Company and its medical adviser(s) the results of such
         examinations and tests.


                                       -7-

<PAGE>   8



12.      Secrecy

         The Director shall during the continuance of his employment hereunder
         and at all times thereafter keep with inviolable secrecy and shall not
         reveal, disclose or publish to any person other than the Board or
         persons nominated by them or otherwise utilise other than for the
         proper performance of his duties any information of a confidential or
         secret nature (including without limitation trade secrets, know-how,
         inventions, designs, processes, formulae, notations, improvements,
         financial information and lists of customers) concerning the affairs or
         business or products of the Company or of any Associated Company or of
         any of their predecessors in business or of their suppliers, agents
         distributors or customers of which he may now know or have learned or
         which he may hereafter know or learn while in the Company, employment,
         and shall not use for his own purposes or for any purposes other than
         those of the Company or of any Associated Company any such confidential
         information.

13.      Intellectual Property

13.1     All relevant Industrial Property and all Industrial Property Right,
         therein shall to the fullest extent permitted by law belong to, vest in
         and be the absolute, sole and unencumbered property of the Company or
         an Associated Company.

13.2     The Director hereby:

         (a)      acknowledges for the purposes of Section 39, Patents Act 1977
                  that because of the nature of his duties and the particular
                  responsibilities arising from the nature of his duties he has
                  and at all times during his employment will have a special
                  obligation to further the interests of the undertakings of the
                  Company and of any Associated Company;

         (b)      undertakes to notify and disclose to the Company in writing
                  full details of all relevant Industrial Property forthwith
                  upon the production of the same, and promptly whenever
                  requested by the Company and in any event upon the
                  determination of his employment with the Company deliver up to
                  the Company all correspondence and other documents, papers,
                  and records, and all copies thereof in his possession, custody
                  and power relating to any relevant Industrial Property;

         (c)      undertakes to hold upon trust for the benefit of the Company
                  or any Associated Company any relevant Industrial Property and
                  the Industrial Property Rights therein to the extent the same
                  may not be and until the same are vested absolutely in the
                  Company or any Associated Company;

         (d)      assigns by way of present assignment of future copyright all
                  copyright in all relevant Industrial Property;

         (e)      acknowledges that save as provided by law no further
                  remuneration or compensation



                                       -8-

<PAGE>   9

                  other than that provided for herein is or may become due to
                  the Director in respect of the performance of his obligations
                  under this Clause; and

         (f)      undertakes at the expense of the Company to execute all such
                  documents, make such applications, give such assistance and do
                  such acts and things as may in the opinion of the Board be
                  necessary or desirable to vest in and register or obtain
                  letters patents in the name of the Company or any Associated
                  Company and otherwise to protect and maintain the relevant
                  Industrial Property and the Industrial Property Rights
                  therein.

13.3     To the extent that by law any relevant Industrial Property or the
         Industrial Property Rights therein do not, or are not permitted to,
         vest in or belong to the Company or any Associated Company the Director
         agrees immediately upon the same coming into existence to offer to the
         Company or any Associated Company in writing a right of first refusal
         to acquire the same on arm's length terms to be negotiated and agreed
         between the parties in good faith.

14.      Restrictions During Employment

         The Director shall not during the continuance of his employment
         hereunder without the prior consent in writing of the Board either
         alone or jointly with or on behalf of others and whether directly or
         indirectly and whether as principal, partner, agent, shareholder,
         director, employee or otherwise howsoever engage in, carry on or be
         interested or concerned in any business other than that of the Company
         and its Associated Companies PROVIDED THAT nothing in this Clause shall
         preclude the Director from:

         (a)      holding shares or other securities as a bona fide investment
                  only in any company where such shares or other securities are
                  quoted or otherwise dealt in on a recognized or designated
                  investment exchange and the Directors aggregate holding of
                  such shares or securities does not constitute more than five
                  per cent of all the equity shares in the capital of that
                  company or confer the right to cast more than five per cent of
                  all votes ordinarily capable of being cast at general meetings
                  of the shareholders of that company; or

         (b)      maintaining his present outside business interests and
                  investments as disclosed to, and approved by, the Board (such
                  approval not to be unreasonably withheld) and PROVIDED ALWAYS
                  that:

                  (i)      such business is not at any time in competition with
                           the Company or any of its subsidiaries; and

                  (ii)     the Director's duties hereunder to the Company shall
                           have priority and the pursuit of such outside
                           interests shall not unduly interfere with the due and
                           proper performance of such duties.

                                       -9-

<PAGE>   10



15.      Grievance and Disciplinary Procedure

15.1     If the Director wishes to seek redress of any grievance relating to his
         employment he should refer such grievances to the Board for resolution.

15.2     The Company's disciplinary procedures from time to time in force shall
         apply to the Director.

16.      Termination

16.1     If:

         (a)      the Director shall be or become of unsound mind or be or
                  become a patient for any purpose of any statute relating to
                  mental health; or

         (b)      the Director shall enter into any composition or arrangement
                  with or for the benefit of his creditors including a voluntary
                  arrangement under the Insolvency Act 1986; or

         (c)      a bankruptcy petition is presented against the Director or if
                  circumstances exist now or in the future under which such a
                  petition could be presented; or

         (d)      the Director shall commit any act of dishonesty whether
                  relating to the Company, any Associated Company, an employee
                  or otherwise; or

         (e)      the Director is guilty of any misconduct or commits any
                  serious or persistent breach of any of his obligations to the
                  Company or any Associated Company (whether under this
                  Agreement or otherwise) or refuses or neglects to comply with
                  any lawful orders or directions given to him by the Board
                  consistent with the terms of this Agreement; or

         (f)      the Director is guilty of any conduct tending to bring
                  himself, the Company or any Associated Company into disrepute;
                  or

         (g)      the Director shall be or be prohibited or disqualified from
                  holding the office which he holds in the Company or any
                  Associated Company or shall be removed from any such office or
                  shall resign from any such office without the prior written
                  consent of the Board;

         THEN the Company shall be entitled by notice in writing to the Director
         to determine his employment under this Agreement forthwith whereupon
         the Director shall have no claim against the Company for damages or
         otherwise by reason of such determination.

16.2     This Agreement shall automatically terminate on the Director's 65th
         birthday.


                                      -10-

<PAGE>   11



16.3     Upon the termination of the reason employment for whatever reason the
         Director shall:

         (a)      immediately tender his resignation from all offices he holds
                  in the Company and in any Associated Company without prejudice
                  to any other rights accruing to either party hereto; and

         (b)      deliver to the Company forthwith all documents, (including
                  copies), and all keys, credit cards, books and other property
                  of the Company or any Associated Company then in his
                  possession.

16.4     After the termination of the Director's employment hereunder he shall
         not at any time thereafter represent himself as being in any way
         connected with or interested in the business of or employed by the
         Company or any Associated Company; or use for trade or other purposes
         the name of the Company or any Associated Company or any name capable
         of confusion therewith.

16.5     The termination of the Director's employment hereunder for whatever
         reason shall not affect those terms of this Agreement which are
         expressed to have effect thereafter and shall be without prejudice to
         any accrued rights or remedies of the parties.

17.      Post-Termination Obligations

17.1     The Director undertakes to and covenants with the Company that, unless
         he shall be wrongfully dismissed:

         (a)      he will not for a period of 18 months after termination of
                  this Agreement in the Restricted Territories directly or
                  indirectly deal with or engage in business with or be in any
                  way interested in or connected with (in each case in relation
                  to the Business) any concern, undertaking, firm or body
                  corporate which engages in or carries on within any part of
                  the Restricted Territories the Business in competition with
                  the Company or any Associated Company; and

         (b)      he will not for a period of 2 years after the termination of
                  this Agreement directly or indirectly:

                  (i)      in competition with the Company or any Associated
                           Company solicit the custom of (or offer or agree to
                           provide goods or services of a like description to
                           those provided by the Company or any Associated
                           Company to) any person firm or company which is, or
                           which has at any time during the period of 2 years
                           preceding the termination of this Agreement been a
                           customer or client of the Company or any Associated
                           Company;

                                      -11-

<PAGE>   12



                  (ii)     interfere or seek to interfere with the relations
                           between the Company or any Associated Company and
                           any of its suppliers;

                  (iii)    solicit, interfere with or endeavor to entice away
                           from the Company or any Associated Company any person
                           who is an employee or director of the Company or any
                           Associated Company (whether or not such person would
                           commit a breach of the terms of his contract of
                           employment by leaving the service of the company
                           concerned) or knowingly employ, or assist in or
                           procure the employment by any other person firm or
                           company of, any such person.

17.2     Each of the obligations on the Director contained in the above
         provisions of this Clause constitutes an entirely separate and
         independent restriction on the Director notwithstanding that they may
         be contained in the same sub-clause, paragraph, sentence or phrase.

17.3     If any obligation set out in Clause 17.1 or any part thereof shall be
         held invalid or unenforceable or void but would not be so held if some
         part of it were deleted or modified or varied then such provision shall
         apply with such deletion, modification or variation as may be necessary
         to make it valid and effective.

18.      General

18.1     No failure or delay by the Company in exercising any right, power or
         privilege under this Agreement shall operate as a waiver thereof nor
         shall any single or partial exercise by the Company of any right, power
         or privilege preclude any further exercise thereof of the exercise of
         any other right, power or privilege.

18.2     The Director hereby irrevocably and by way of security appoints the
         Company and each Associated Company now or in the future existing to be
         his attorney and in his name and on his behalf and as his act and deed
         to sign, execute and do all acts, things and documents which he is
         obliged to execute and do under the provisions of this Agreement and
         the Director hereby agrees forthwith on the request of the Company to
         ratify and confirm all such acts, things and documents signed, executed
         or done in pursuance of this power.

19.      Notices


19.1     Any notice or other communication given or made under this Agreement
         shall be in writing and may be delivered to the relevant party or sent
         by first class prepaid post to the address of that party specified in
         this Agreement or such other address in England as may be notified by
         that party from time to time for this purpose, and shall be effectual
         notwithstanding any change of address not so notified.

19.2     Unless the contrary shall be proved each such notice or communication
         shall be deemed to



                                      -12-

<PAGE>   13




         have been given or made, if by first class prepaid post, 72 hours after
         posting and, if by delivery, at the time of delivery.

20.      Other Agreements

         This Agreement supersedes all other agreements whether written or oral
         between the Company or any Associated Company and the Director relating
         to the employment of the Director and the Director acknowledges and
         warrants to the Company that he is not entering into this Agreement in
         reliance on any representation not expressly set out herein.

21.      Governing Law

         This Agreement shall be governed by and construed in all respects in
         accordance with English law and the parties agree to submit to the
         exclusive jurisdiction of the English Courts as regards any claim or
         matter arising in respect of this Agreement.

IN WITNESS whereof this Agreement has been signed for and on behalf of the
Company and duly executed as a Deed by the Director the day and year first
above written.




SIGNED by                      )
For and on behalf of           )
INNOVEX PLC                    )    /s/ Barrie S. Haigh
in the presence of:            )

/s/ D. A. Walter
D. A. Walter




EXECUTED and DELIVERED as a    )
Deed by DAVID FINDLAY WHITE    )    /s/ David F. White
in the presence of:            )

/s/ D. A. Walter
D. A. Walter






                                      -13-