Sample Business Contracts

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

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The Perkin-Elmer Corporation
761 Main Avenue
Norwalk, CT  06859-0199

                      CONSULTING AGREEMENT

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

1.   A. Fee:  $15,000 per year
     B. Term:  April 1, 1995 - March 31, 1996
     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  to  be
assigned  to Perkin-Elmer without further compensation,  and  you
agree  to  cooperate in obtaining patents and copyrights thereon.
Copyrighted  materials  including  computer  programs  shall   be
considered  work  made for hire and owned by  Perkin-Elmer.   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


/s/ Robert H. Hayes

NAME:     Robert H. Hayes
SSN:         -  -   
ADDRESS:  53 Cedar Road
          Belmont, MA  02178

DATE:          April 1, 1995


BY: /s/ Riccardo Pigliucci

Reviewed, and Approved,
Office of the General Counsel:

BY: /s/ W. B. Sawch


                Consulting Fees Deferral Election

The undersigned, pursuant to a Consulting Agreement dated April
1, 1995, with The Perkin-Elmer Corporation, and covering the term
April 1, 1995 through March 31, 1996, hereby elects to defer
receipt of all consulting fees under the Agreement until the
completion of services under such Agreement and any renewal
thereof.  Upon ceasing to provide consulting services to the
Corporation I will be paid such deferred fees in ten equal annual
installments on October 1 of each year commencing in the year in
which I cease providing services.  This deferral election is
irrevocable.  Should I die before all payments due hereunder are
made, I designate Priscilla J. Hayes as my beneficiary to receive
the remainder of the payments due hereunder.  The right to
receive future payments hereunder is not assignable.

Attest:   /s/  WB Sawch                 /s/  Robert H. Hayes

Dated:  April 1, 1995