Sample Business Contracts

Employment Agreement - Premier Research Worldwide and John Bauer

Employment Forms

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The following agreement is hereby entered into between, John Bauer (hereinafter
known as Employee) and Premier Research Worldwide (together with its affiliated
corporations hereinafter known as the "Company") and having its principal
offices at 30 S. 17th Street, Philadelphia, PA 19103


           Employee agrees to hold the position of Chief Financial Officer and
           shall be directly responsible to the Chief Executive Officer.

2.         BEST EFFORTS

           Employee agrees to devote best efforts to his employment with the


           Employee 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.


           This agreement will be for a period of one year, commencing September
           7, 1999 and will continue from year to year unless terminated.


           a)    Salary shall be $95,000/year payable in equal installments as
                 per the company's payroll policy.

           b)    Benefits shall be the standard benefits of the Company as they
                 shall exist from time to time.


           Employee acknowledges that employment with 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
           employment for any reason, Employee agrees to return to the Company
           any such confidential information and material in his possession with
           no copies thereof retained. Employee further agrees, whether during
           employment 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 proprietary material
           relating to the business, operations, or prospects of the Company
           except as authorized in writing by the Company.



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

8.         INVENTIONS

           Employee agrees to promptly disclose to the Company each discovery,
           improvement, or invention conceived, made, or reduced to practice
           (whether during working hours or otherwise) during the term of
           employment. Employee 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. Employee further agrees that all works of authorship
           subject to statutory copyright protection developed jointly or
           solely, while employed shall be considered a work made for hire 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 employment with the
           Company shall be deemed to have been made, conceived, or discovered
           during employment with the Company.

           Employee acknowledges that the only discoveries, improvements, and
           other inventions made prior to the date hereof which have not been
           filed in the United States Patent Office are attached as Exhibit A.


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


           Employment is "at will" which means that either the Company or
           Employee may terminate at any time, with or without cause or good

            a)        The Company may terminate other than for "cause" at any
                      time upon 30 days written notice to Employee. In such
                      case, the Company will pay severance to Employee equal to
                      six month's salary and applicable prorated bonus, payable
                      in one lump sum in accordance with the Company's policy.

                      In addition, the Executive will continue to receive
                      (subject to payment of any applicable premium co-pay)
                      standard health, dental, disability, life and accident
                      insurance benefits for the one year period following the
                      termination of employment.


             b)       Notwithstanding any contrary provision contained in this
                      Employment Agreement, in the event that either (a) there
                      is a "Change of Control" (as hereafter defined) and
                      neither the Company nor the Buyer offers the Executive a
                      position with comparable responsibilities, authority,
                      location or compensation, or (b) after the date of the
                      Change in Control but before the first anniversary
                      thereof, the Executive's responsibilities, authority,
                      location, or compensation are not acceptable to the
                      Executive the Executive may elect to resign and receive
                      severance equal to six month's salary and applicable
                      prorated bonus, hereunder, payable in one lump sum in
                      accordance with the Company's policy.

                      In addition, the Executive will continue to receive
                      (subject to payment of any applicable premium co-pay)
                      standard health, dental, disability, life and accident
                      insurance benefits for the one year period following the
                      termination of employment.

                      The Executive must provide written notice of such election
                      not less than sixty days following the date of the Change
                      of Control or, if the Executive's new position is changed
                      within the time period and in the manner described above,
                      within thirty days following such event.

                      The term "Change of Control", as utilized herein, refers

                           (i)      A change of control of a nature that would
                                    be required to be reported in the Company's
                                    proxy statement under the Securities
                                    Exchange Act of 1934, as amended;

                           (ii)     The approval by the Board of Directors of a
                                    sale, not in the ordinary course of
                                    business, of all or substantially all of the
                                    Company's assets and business to an
                                    unrelated third party and the consummation
                                    of such transaction; or

                           (iii)    The approval by the Board of Directors of
                                    any merger, consolidation, or like business
                                    combination or reorganization of the
                                    Company, the consummation of which would
                                    result in the occurrence of any event
                                    described in clause (i) or (ii) above, and
                                    the consummation of such transaction.

                      Except as expressly modified and amended hereby, the
                      Employment Agreement and its terms and provisions are
                      hereby ratified, confirmed and approved in all respects.

           c)         The Company may terminate employment for cause at any time
                      upon 30 days written notice to the Employee setting forth
                      the nature of such cause. The following, as determined by
                      the Company in its reasonable judgment, shall constitute
                      "cause" for termination:

                      (1)    Employee's failure to perform duties and
                             responsibilities to the Company.
                      (2)    Any employee misconduct which, in the discretion of
                             the Company, 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.

           d)         Employee may terminate employment at any time, with or
                      without good reason, upon 30 days written notice to the

           e)         If employee resigns or employment is terminated by the
                      Company for cause, the Company shall have no further
                      obligation to Employee other than for six month's salary,
                      benefits, and applicable prorated bonus earned through the
                      date of termination.

           f)         References herein to a "prorated bonus" refer to the
                      annual bonus in which the Executive then participates,
                      prorated for the portion of the year in which his
                      employment continues hereunder and based upon the Company
                      performance during such portion of the year.


           a) This Agreement and any disputes arising herefrom 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.

           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.

For Employee:                                        For the Company:

__________________________________                   ___________________________

Date:_____________________________                   Date:______________________