Sample Business Contracts

Consultant Agreement - Premier Research Worldwide and Joel Morganroth

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The following agreement is hereby entered into between Joel Morganroth, M.D., PC
(hereinafter known as "Consultant") and Premier Research Worldwide, (together
with its affiliated corporations hereinafter known as the "Company") and having
its principal offices at 124-34 South 15th St., Philadelphia, PA 19102.


           a)     Consultant agrees to serve as Medical Director and/or
                  principal investigator and to advise the Company on matters
                  related to the successful operation of the Company's Clinical
                  Research Unit.

           b)     Consultant agrees to provide medical interpretation for
                  diagnostic tests as such reading is from time to time


           Consultant 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.


           a)     Fees shall be $144,000,  prepaid in twelve equal  installments
                  on the 15th of each month.

           b)     Consultant  will be reimbursed  for  reasonable  out of pocket
                  disbursements properly documented.

           c)     Consultant agrees to carry standard malpractice insurance with
                  limits of 1M, 3M.

           d)     Consultant agrees to maintain his medical licenses as required
                  to carry out the duties described herein.

           e)     Consultant shall be acting as an independent contractor and
                  not as an employee of the Company. Payment of any tax and/or
                  social security liabilities relative to this compensation
                  shall be the responsibility of Consultant.


           Consultant acknowledges that consultancy for 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 the



           consulting relationship for any reason, Consultant agrees to return
           to the Company any such confidential information and material in his
           possession with no copies thereof retained. Consultant further
           agrees, whether during the term of this agreement 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 other material relating to the business, operations,
           or prospects of the Company except as authorized in writing by the

5.         INVENTIONS

           a)     Consultant agrees to promptly disclose to the Company each
                  discovery, improvement, or invention conceived, made, or
                  reduced to practice during the term of this agreement.
                  Consultant further 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. Consultant further
                  agrees that all works of authorship subject to statutory
                  copyright protection developed jointly or solely, while
                  engaged as a Consultant shall be considered property of the
                  Company 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 this agreement shall be deemed to have been
                  made, conceived, or discovered during the term hereof.

           b)     If publication of data generated from studies conducted under
                  the auspices of the Company is anticipated, Consultants agrees
                  to obtain permission from the Company for such publication.


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


           The term of this Agreement is one year commencing from 1 January 1997
           and will continue from year to year unless terminiated.

8.          TERMINATION

           a)     The Company may terminate consulting services at any time
                  without the need to show cause upon 60 days written notice to



           b)     The Company may terminate consulting services without notice
                  for failure to meet obligations under the Agreement. The
                  following, as determined by the Company in its reasonable
                  judgment, shall constitute failure to meet these obligations:

                  (1)  Consultant's  failure to perform  services  defined under
                       the scope of the project.

                  (2)  Any  misconduct  which 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.

           c)     Consultant  may  terminate  at any time  upon 60 days  written
                  notice to the Company.


           a)     This  Agreement  and any disputes  arising  herefrom  shall be
                  governed by New Jersey 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

           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 Consultant:                              For the Company:

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         Date:                                        Date:

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