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.,
P.C. (hereinafter known as Consultant) 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


           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 Business 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.

3.         Compensation

           a)         Fees shall be $156,000/year payable in twelve equal
                      installments by the 15th of each month

           b)         Consultant will be reimbursed for reasonable out of picket
                      disbursement properly documented.

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

           d)         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 the



           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 employment.
                      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 employed 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,
                      Consultant agrees to obtain permission from the Company
                      for such publication


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


           The term of this Agreement is one year commencing from July 29, 1999
           and will continue from year to year unless terminated.


8.         TERMINATION

           a)         The Company may terminate consulting services at any time
                      upon without the need to show cause upon 180 days written
                      notice to Consultant.

           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 judgement, 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 employment at any time upon 60
                      days written notice to the Company.


           a)         This Agreement and any disputes arising herefrom shall be
                      governed by Pennsylavnia 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 Consultant:                              For the Company:

___________________________________          ___________________________________

Date: _____________________________          Date: _____________________________