Consulting Agreement - Perkin-Elmer Corp. and Robert H. Hayes
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
below.
THE PERKIN-ELMER CORPORATION
BY: / s / Riccardo Pigliucci
ACCEPTED AND AGREED:
/ 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