Consulting Agreement - Perkin-Elmer Corp. and Robert H. Hayes
PERKIN-ELMER
[LOGO]
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
below.
ACCEPTED AND AGREED:
/s/ Robert H. Hayes
NAME: Robert H. Hayes
SSN: - -
ADDRESS: 53 Cedar Road
Belmont, MA 02178
DATE: April 1, 1995
THE PERKIN-ELMER CORPORATION
BY: /s/ Riccardo Pigliucci
Reviewed, and Approved,
Office of the General Counsel:
BY: /s/ W. B. Sawch
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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