Consultant Agreement - eResearchTechnology and Joel Morganroth
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eResearchTechnology
Enabling the Clinical Advantage
A Wholly Owned Subsidiary of Premier Research Worldwide, Ltd
MANAGEMENT CONSULTANT AGREEMENT
The following agreement is hereby entered into between, Joel Morganroth, M.D.,
P.C. (hereinafter known as Consultant) and eResearchTechnology (together with
its affiliated corporations hereinafter known as the "Company") and having its
principal offices at 30 S. 17th Street, Philadelphia, PA 19103
1. SCOPE OF PROJECT
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
required.
2. ETHICAL CONDUCT
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.
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4. NON-DISCLOSURE
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
Company.
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
6. NO CURRENT CONFLICT
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.
7. TERM OF AGREEMENT
The term of this Agreement is one year commencing from January 1,
2000 and will continue from year to year unless terminated.
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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.
9. MISCELLANEOUS
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:
/s/ Joel Morganroth /s/ Joseph Esposito
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Date: 1-1-2000 Date: 1/1/2000
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